8-K
PRINCIPAL FINANCIAL GROUP INC (PFG)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C.20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report: October 27, 2025
(Date of earliest event reported)
PRINCIPAL
FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-16725 | 42-1520346 |
|---|---|---|
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer |
| of<br> incorporation) | Identification<br> Number) |
711 High Street,Des Moines, Iowa 50392
(Address of principal executive offices)
(515) 247-5111
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
| ¨ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405<br>of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| --- | --- |
Emerging growth company ¨
| ¨ | If an emerging growth company,<br> indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised<br> financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |
|---|---|---|
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common<br> Stock | PFG | Nasdaq<br> Global Select Market |
| Item 2.02 | Results of Operations and Financial Condition | |
| --- | --- |
On October 27, 2025, Principal Financial Group, Inc. publicly announced information regarding its results of operations and financial condition for the quarter ended September 30, 2025. The text of the announcement is included herewith as Exhibit 99.
Item9.01 Financial Statements and Exhibits
| 99 | Third<br> Quarter 2025 Earnings Release |
|---|---|
| 104 | Cover Page to this Current Report<br> on Form 8-K in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PRINCIPAL FINANCIAL GROUP, INC. | |
|---|---|
| By: | /s/ Joel Pitz |
| Name: | Joel Pitz |
| Title: | Chief Financial Officer |
Date: October 27, 2025
Exhibit 99
| INVESTOR CONTACT: | MEDIA CONTACT: | ||
|---|---|---|---|
| Humphrey Lee | 877-909-1105,<br> lee.humphrey@principal.com | Sara Bonney | 515-878-0835,<br> bonney.sara@principal.com |
| --- | --- | --- | --- |
Principal Financial Group Announces Third Quarter2025 Results
Raises fourth quarter 2025 common stock dividend
(Des Moines, Iowa) – Principal Financial Group^®^ (Nasdaq: PFG) announced results for third quarter 2025.
| Diluted earnings per common share | 3Q25 | Net income attributable toPFG (in millions) | 3Q25 |
|---|---|---|---|
| Net income attributable to PFG | $0.95 | Net income attributable to PFG | $214 |
| Non-GAAP net income attributable to PFG, excluding exited business^1^ | $2.06 | Non-GAAP net income attributable to PFG, excluding exited business^1^ | $466 |
| Non-GAAP operating earnings^1^ | $2.10 | Non-GAAP operating earnings^1^ | $474 |
Third Quarter 2025 Highlights
| · | Non-GAAP operating earnings per diluted share, excluding significant variances^2^,<br>of $2.32 increased 13% over prior year quarter |
|---|---|
| · | Returned $398 million of capital to shareholders, including $225 million<br>of share repurchases and $173 million of common stock dividends |
| --- | --- |
| · | Raised fourth quarter 2025 common stock dividend to $0.79 per share, a 1-cent<br>increase over third quarter 2025, an 8% increase over fourth quarter 2024 and an 8% increase on a trailing twelve-month basis |
| --- | --- |
| · | Assets under management (AUM) of $784 billion, including $0.4 billion of<br>net cash flow; assets under administration (AUA) of $1.8 trillion |
| --- | --- |
| · | Strong financial position with $1.6 billion of excess and available capital |
| --- | --- |
| Deanna Strable, Chair, President and CEO of Principal^®^ | |
| --- | |
| “Robust operating performance delivered strong EPS growth in the third quarter<br> driving ROE to the top of our target range, underpinned by sound business fundamentals, enhanced margin performance, and strategic positioning<br> in high-growth market segments. Sustained free cash flow enabled investments across value-creating business opportunities and shareholder<br> distributions, while maintaining a strong capital position and financial flexibility. | |
| Based on our year-to-date execution and continued business momentum,<br>we remain confident in achieving our full-year guidance and advancing our strategic initiatives." |
^1^ Use of non-GAAP financial measures and their reconciliations to the most directly comparable GAAP measures are included in this release. Non-GAAP operating earnings for total company is after tax.
^2^ The total company impacts of significant variances, is after tax. See Exhibit 1 for details on the impact of 3Q 2025 and 3Q 2024 significant variances on net income attributable to PFG; non-GAAP net income attributable to PFG, excluding exited business; and non-GAAP operating earnings.
Third Quarter Enterprise Results
In millions except percentages, earnings per share, or otherwise noted
| Three Months Ended, | Trailing Twelve Months, | |||||
|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | % Change | 3Q25 | 3Q24 | % Change | |
| Net income (loss) attributable to PFG | $213.8 | $(220.0) | N/M | $1,573.5 | $(206.1) | N/M |
| Non-GAAP net income attributable to PFG, excluding exited business | $465.6 | $419.1 | 11% | $1,550.8 | $1,450.8 | 7% |
| Non-GAAP operating earnings | $473.7 | $412.0 | 15% | $1,825.6 | $1,632.9 | 12% |
| Diluted earnings per common share | ||||||
| Net income (loss) attributable to PFG | $0.95 | $(0.95) | N/M | |||
| Non-GAAP net income attributable to PFG, excluding exited business | $2.06 | $1.78 | 16% | |||
| Non-GAAP operating earnings | $2.10 | $1.76 | 19% | |||
| Non-GAAP operating earnings, excluding significant variances^2^ | $2.32 | $2.05 | 13% | |||
| Assets under administration (billions) | $1,792.5 | $1,691.0 | 6% | |||
| Assets under management (billions) | $784.3 | $740.6 | 6% | |||
| AUM net cash flow (billions) | $0.4 | $(1.1) | N/M |
Third Quarter Segment Highlights^3^
| · | Retirement and Income Solutions pre-tax operating earnings^4^,<br>excluding the significant variances outlined in Exhibit 1, increased 8% on net revenue^5^<br>growth of 4% and margin^6^<br>of 42% |
|---|---|
| · | Investment Management pre-tax operating earnings increased 9% on management<br>fee increase of 5% and margin^7^ expansion<br>of 180 bps to 40% |
| --- | --- |
| · | Specialty<br>Benefits record pre-tax operating earnings, excluding the significant variances outlined in Exhibit 1, increased 28% on strong underwriting<br>results |
| --- | --- |
^3^ Segment amounts excluding significant variances are non-GAAP. See Exhibit 1 for details on the impact of the significant variances. The company has determined these measures are more representative of underlying comparable operating results for the segments.
^4^ Pre-tax operating earnings = operating earnings before income taxes and after noncontrolling interest.
^5^ Net revenue = operating revenues less: benefits, claims and settlement expenses, liability for future policy benefits remeasurement (gain) loss, market risk benefit remeasurement (gain) loss, and dividends to policyholders.
^6^ Operating margin for Retirement and Income Solutions = pre-tax operating earnings divided by net revenue.
^7^ Operating margin for Investment Management = pre-tax operating earnings adjusted for noncontrolling interest divided by operating revenues less pass-through expenses.
Segment Results^8^
In millions except percentages, or otherwise noted except percentages or otherwise noted)
Retirement and Income Solutions
| Three Months Ended, | Trailing Twelve Months, | |||||
|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | % Change | 3Q25 | 3Q24 | % Change | |
| Pre-tax operating earnings | $310.3 | $246.1 | 26% | $1,166.2 | $1,040.7 | 12% |
| Net revenue | $751.7 | $679.4 | 11% | $2,919.0 | $2,762.2 | 6% |
| Operating margin | 41.3% | 36.2% | 40.0% | 37.7% | ||
| · | Pre-tax operating earnings increased $64.2 million. Excluding the<br>significant variances outlined in Exhibit 1, pre-tax operating earnings increased $22.5 million due to higher net revenue and disciplined<br>expense management. | |||||
| --- | --- | |||||
| · | Net revenue increased $72.3 million. Excluding the significant variances<br>outlined in Exhibit 1, net revenue increased $30.6 million primarily due to growth in the business and favorable markets. | |||||
| --- | --- |
Investment Management
| Three Months Ended, | Trailing Twelve Months, | |||||
|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | % Change | 3Q25 | 3Q24 | % Change | |
| Pre-tax operating earnings | $173.5 | $159.1 | 9% | $611.6 | $544.1 | 12% |
| Operating revenues less pass-through expenses^9^ | $444.0 | $427.8 | 4% | $1,724.7 | $1,630.8 | 6% |
| Operating margin | 39.8% | 38.0% | 36.3% | 34.0% | ||
| Assets under management (billions) | $601.6 | $572.8 | 5% | |||
| · | Pre-tax operating earnings increased $14.4 million primarily driven<br>by higher operating revenues less pass-through expenses and disciplined expense management. | |||||
| --- | --- | |||||
| · | Operating revenues less pass-through expenses increased $16.2 million<br>primarily due to higher management fees. | |||||
| --- | --- |
^8^ Segment amounts excluding significant variances are non-GAAP. See Exhibit 1 for details on the impact of the significant variances. The company has determined these measures are more representative of underlying comparable operating results for the segments.
^9^ The company has provided reconciliations of the non-GAAP measures to the most directly comparable U.S. GAAP measures at the end of the release. The company has determined this measure is more representative of underlying operating revenues growth for Investment Management as it removes commissions and other expenses that are collected through fee revenue and passed through expenses with no impact to pre-tax operating earnings. ****
InternationalPension
| Three<br> Months Ended, | Trailing<br> Twelve Months, | |||||
|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | %<br> Change | 3Q25 | 3Q24 | %<br> Change | |
| Pre-tax<br> operating earnings | $101.2 | $109.7 | (8)% | $303.0 | $320.4 | (5)% |
| Net<br> revenue | $187.9 | $195.4 | (4)% | $630.6 | $669.6 | (6)% |
| Operating<br> margin^10^ | 53.9% | 56.1% | 48.0% | 47.8% | ||
| Assets<br> under management (billions) | $150.7 | $138.3 | 9% | |||
| · | Pre-tax operating earnings decreased $8.5 million. Excluding the significant variances outlined<br> in Exhibit 1, pre-tax operating earnings increased $2.0 million. | |||||
| --- | --- | |||||
| · | Net revenue decreased $7.5 million. Excluding the significant variances outlined in Exhibit<br> 1, net revenue decreased $1.8 million. | |||||
| --- | --- |
SpecialtyBenefits
| Three<br> Months Ended, | Trailing<br> Twelve Months, | |||||
|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | %<br> Change | 3Q25 | 3Q24 | %<br> Change | |
| Pre-tax<br> operating earnings | $155.5 | $101.7 | 53% | $536.5 | $431.7 | 24% |
| Premium<br> and fees | $845.2 | $818.8 | 3% | $3,340.5 | $3,225.0 | 4% |
| Operating<br> margin^11^ | 18.4% | 12.4% | 16.1% | 13.4% | ||
| Incurred<br> loss ratio | 56.4% | 62.7% | 58.5% | 61.6% | ||
| · | Pre-tax operating earnings increased $53.8 million. Excluding the significant variances outlined<br> in Exhibit 1, pre-tax operating earnings increased $31.9 million due to more favorable underwriting<br> experience along with growth in the business. | |||||
| --- | --- | |||||
| · | Premium and fees increased $26.4 million driven by growth in the business. | |||||
| --- | --- | |||||
| · | Incurred loss ratio was 56.4%. Excluding the significant variances outlined in Exhibit 1, the<br> incurred loss ratio of 58.1% improved due to more favorable underwriting experience in group<br> life, group disability and group dental. | |||||
| --- | --- |
^10^ Operating margin for International Pension = pre-tax operating earnings divided by net revenue.
^11^ Operating margin for Benefits and Protection = pre-tax operating earnings divided by premium and fees.
Life Insurance
| Three<br> Months Ended, | Trailing<br> Twelve Months, | |||||
|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | %<br> Change | 3Q25 | 3Q24 | %<br> Change | |
| Pre-tax<br> operating earnings (losses) | $(69.0) | $(37.3) | (85)% | $(28.2) | $21.2 | N/M |
| Premium<br> and fees | $248.9 | $241.1 | 3% | $947.4 | $928.7 | 2% |
| Operating<br> margin | (27.7)% | (15.5)% | (3.0)% | 2.3% | ||
| · | Pre-tax operating earnings decreased $31.7 million. Excluding the significant variances outlined<br> in Exhibit 1, pre-tax operating earnings decreased $2.7 million driven by less favorable<br> mortality. | |||||
| --- | --- | |||||
| · | Premium and fees increased $7.8 million, as strong business market growth more than offset the<br> runoff of the legacy life business. | |||||
| --- | --- |
Corporate
| Three<br> Months Ended, | Trailing<br> Twelve Months, | |||||
|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | %<br> Change | 3Q25 | 3Q24 | %<br> Change | |
| Pre-tax<br> operating losses | $(91.6) | $(79.4) | (15)% | $(382.3) | $(360.2) | (6)% |
| · | Pre-tax operating losses increased $12.2 million. Excluding the significant variances outlined<br> in Exhibit 1, pre-tax operating losses increased $8.7 million primarily due to lower interest<br> income and higher operating expenses. | |||||
| --- | --- |
Common StockDividend
| · | The<br>company is announcing a fourth quarter cash dividend of $0.79 per share to holders of common shares. The dividend will be payable on<br>Dec 19, 2025, to shareholders of record as of Dec 3, 2025. |
|---|
Exhibit1
PrincipalFinancial Group
Impactof Significant Variances^12^ on Net Income Attributable to PFG; Non-GAAP Net Income Attributable to PFG,
Excluding Exited Business;and Non-GAAP Operating Earnings
In millions except per share data
| Three Months Ended, | Trailing Twelve Months, | |||||||
|---|---|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | 3Q25 | 3Q24 | |||||
| Net income (loss) attributable to PFG | $ | (55.9) | $ | (84.7) | $ | (96.4) | $ | (134.4) |
| (Income) loss from exited business | 6.1 | 20.6 | 6.1 | 20.6 | ||||
| Non-GAAP net income (loss) attributable to PFG, excluding exited business | (49.8) | (64.1) | (90.3) | (113.8) | ||||
| Net realized capital (gains) losses, as adjusted | 0.2 | (3.7) | 0.2 | (3.7) | ||||
| Non-GAAP operating earnings | (49.6) | (67.8) | (90.1) | (117.5) | ||||
| Income taxes | (10.5) | (12.9) | (21.5) | (30.3) | ||||
| Non-GAAP pre-tax operating earnings | $ | (60.1) | $ | (80.7) | $ | (111.6) | $ | (147.8) |
| Per diluted share: | ||||||||
| Net income (loss) attributable to PFG | $ | (0.25) | $ | (0.36) | ||||
| (Income) loss from exited business | 0.03 | 0.09 | ||||||
| Non-GAAP net income (loss) attributable to PFG, excluding exited business | (0.22) | (0.27) | ||||||
| Net realized capital (gains) losses, as adjusted | - | (0.02) | ||||||
| Non-GAAP operating earnings | $ | (0.22) | $ | (0.29) | ||||
| Weighted average diluted common shares outstanding | 225.2 | 233.8 | ||||||
| Segment pre-tax operating earnings (losses): | ||||||||
| Retirement and Income Solutions | $ | (4.5) | $ | (46.2) | $ | (45.6) | $ | (94.2) |
| Investment Management | - | - | 4.8 | - | ||||
| International Pension | 28.5 | 39.0 | 22.7 | 39.1 | ||||
| Principal Asset Management | 28.5 | 39.0 | 27.5 | 39.1 | ||||
| Specialty Benefits | 8.3 | (13.6) | 11.1 | (24.6) | ||||
| Life Insurance | (99.3) | (70.3) | (118.7) | (95.3) | ||||
| Benefits and Protection | (91.0) | (83.9) | (107.6) | (119.9) | ||||
| Corporate | 6.9 | 10.4 | 14.1 | 27.2 | ||||
| Total segment pre-tax operating earnings (losses) | $ | (60.1) | $ | (80.7) | $ | (111.6) | $ | (147.8) |
Income statementline item details of significant variances are available in our earnings conference call presentation on our website.
EarningsConference Call
^12^ Significant variances (SVs) in 3Q25 include 1) lower than expected variable investment income in RIS, International Pension, Specialty Benefits, and Life Insurance, partially offset by higher than expected variable investment income in Corporate; 2) impact of higher than expected encaje performance and Latin American inflation in International Pension; 3) impacts of 2025 actuarial assumption review. SVs in 3Q24 include 1) lower than expected variable investment income in RIS, International Pension, Specialty Benefits and Life Insurance, partially offset by higher than expected variable investment income in Corporate; 2) impact of higher than expected encaje performance and Latin American inflation in Principal International; 3) impacts of 2024 actuarial assumption review; 4) impact of GAAP-only regulatory closed block adjustment in Life Insurance. SVs on a trailing twelve months in 3Q25 include 1) lower than expected variable investment income in RIS, International Pension, Specialty Benefits, and Life Insurance, partially offset by higher than expected variable investment income in Corporate; 2) impacts of 2025 actuarial assumption review; 3) higher than expected encaje performance and Latin American inflation in International Pension; 4) impact from a one-time expense accrual release in RIS, Investment Management, Specialty Benefits, Life Insurance, and Corporate.; 5) impact of GAAP-only regulatory closed block adjustment in Life Insurance; 6) impact of model refinement in Specialty Benefits. SVs on a trailing twelve months in 3Q24 include 1) lower than expected variable investment income in RIS, International Pension, Specialty Benefits, Life Insurance partially offset by higher than expected variable investment income in Corporate; 2) impacts of 2024 actuarial assumption review; 3) higher than expected encaje performance, Latin American inflation, Latin American non-economic LDTI discount rate impacts, and other items in International Pension; 4) impact of GAAP-only regulatory closed block adjustment in Life Insurance.
On Tuesday, Oct. 28, 2025, at 10:00 a.m. (ET), Chair, President and Chief Executive Officer Deanna Strable and Executive Vice President and Chief Financial Officer Joel Pitz will lead a discussion of results and the impacts on future prospects, asset quality and capital adequacy during a live conference call, which can be accessed as follows:
| · | Via<br> live Internet webcast. Please go to investors.principal.com<br> at<br> least 10-15 minutes prior to the start of the call to register, and to download and install<br> any necessary audio software. |
|---|---|
| · | Analysts<br> who will be asking questions will be sent a dial in number and authorization code in advance<br> of the call. |
| --- | --- |
| · | Replay<br> of the earnings call via webcast as well as a transcript of the call will be available after<br> the call at investors.principal.com. |
| --- | --- |
The company’s financial supplement and slide presentation is currently available at investors.principal.com, and may be referred to during the call.
ForwardLooking Statements
This release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to share repurchases and planned dividends, the realization of our growth and business strategies and results from ongoing operations. Forward-looking statements are made based upon our current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance and actual results may differ materially from the results anticipated in the forward-looking statements. We describe risks, uncertainties and factors that could cause or contribute to such material differences in our filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Note Concerning Forward-Looking Statements” sections in our annual report on Form 10-K for the year ended Dec. 31, 2024, as updated or supplemented from time to time in subsequent filings. We assume no obligation to update any forward-looking statement for any reason, which speaks as of its date.
Use of Non-GAAPFinancial Measures
The company uses a number of non-GAAP financial measures that management believes are useful to investors because they illustrate the performance of normal, ongoing operations, which is important in understanding and evaluating the company’s financial condition and results of operations. They are not, however, a substitute for U.S. GAAP financial measures. Therefore, the company has provided reconciliations of the non-GAAP measures to the most directly comparable U.S. GAAP measure at the end of the release. The company adjusts U.S. GAAP measures for items not directly related to ongoing operations. However, it is possible these adjusting items have occurred in the past and could recur in future reporting periods. Management also uses non-GAAP measures for goal setting, as a basis for determining employee and senior management awards and compensation and evaluating performance on a basis comparable to that used by investors and securities analysts.
About Principal^®13^
Principal Financial Group^®^ (Nasdaq: PFG) is a global financial company with approximately 20,000 employees^14^ passionate about improving the wealth and well-being of people and businesses. In business for 146 years, we’re helping over 70 million customers^14^ plan, insure, invest, and retire, while working to support the communities where we do business, and building an inclusive workforce. Principal^®^ is proud to be recognized as one of the 2025 World’s Most Ethical Companies^15^ and named as a “Best Places to Work in Money Management^16^.” Learn more about Principal and our commitment to building a better future at principal.com.
Summaryof Principal Financial Group**^®^ andSegment Results**
| (in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended, | Trailing Twelve Months, | |||||||||
| Principal Financial Group, Inc. Results | 3Q25 | 3Q24 | 3Q25 | 3Q24 | ||||||
| Net income (loss) attributable to PFG | $ | 213.8 | $ | (220.0 | ) | $ | 1,573.5 | $ | (206.1) | |
| (Income) loss from exited business | 251.8 | 639.1 | (22.7 | ) | 1,656.9 | |||||
| Non-GAAP net income (loss) attributable to PFG excluding exited business | $ | 465.6 | $ | 419.1 | $ | 1,550.8 | $ | 1,450.8 | ||
| Net realized capital (gains) losses, as adjusted | 8.1 | (7.1 | ) | 274.8 | 182.1 | |||||
| Non-GAAP Operating Earnings* | $ | 473.7 | $ | 412.0 | $ | 1,825.6 | $ | 1,632.9 | ||
| Income taxes | 106.2 | 87.8 | 381.2 | 365.0 | ||||||
| Non-GAAP Pre-Tax Operating Earnings | $ | 579.9 | $ | 499.8 | $ | 2,206.8 | $ | 1,997.9 | ||
| Segment Pre-Tax Operating Earnings (Losses): | ||||||||||
| Retirement and Income Solutions | $ | 310.3 | $ | 246.1 | $ | 1,166.2 | $ | 1,040.7 | ||
| Principal Asset Management | 274.7 | 268.7 | 914.6 | 864.5 | ||||||
| Benefits and Protection | 86.5 | 64.4 | 508.3 | 452.9 | ||||||
| Corporate | (91.6) | (79.4) | (382.3) | (360.2) | ||||||
| Total Segment Pre-Tax Operating Earnings | $ | 579.9 | $ | 499.8 | $ | 2,206.8 | $ | 1,997.9 |
^13^ Principal, Principal and symbol design and Principal Financial Group are trademarks and service marks of Principal Financial Services, Inc., a member of the Principal Financial Group.
^14^ As of September 30, 2025
^15^ Ethisphere, 2025
^16^ Pensions & Investments, 2023
| Per Diluted Share | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended, | Nine Months Ended, | ||||||||
| 3Q25 | 3Q24 | 3Q25 | 3Q24 | ||||||
| Net income (loss) attributable to PFG | $ | 0.95 | $ | (0.95 | ) | $ | 2.95 | $ | 2.81 |
| (Income) loss from exited business | 1.11 | 2.73 | 2.32 | 2.06 | |||||
| Non-GAAP net income (loss) excluding exited business | $ | 2.06 | $ | 1.78 | $ | 5.27 | $ | 4.87 | |
| Net realized capital (gains) losses, as adjusted | 0.04 | (0.03 | ) | 0.80 | 0.17 | ||||
| Impact of dilutive shares^17^ | 0.00 | 0.01 | 0.00 | 0.00 | |||||
| Non-GAAP Operating Earnings | $ | 2.10 | $ | 1.76 | $ | 6.07 | $ | 5.04 | |
| Impact of significant variances^18^ | 0.22 | 0.29 | 0.24 | 0.52 | |||||
| Non-GAAP Operating Earnings, excluding significant variances | $ | 2.32 | $ | 2.05 | $ | 6.31 | $ | 5.56 | |
| Weighted-average diluted common shares outstanding (in millions) | 225.2 | 233.8 | 226.8 | 236.6 |
*U.S. GAAP(GAAP) net income attributable to PFG versus non-GAAP operating earnings
Management uses non-GAAP operating earnings, which is a financial measure that excludes the effect of net realized capital gains and losses, as adjusted, income (loss) from exited business and other after-tax adjustments the company believes are not indicative of overall operating trends, for goal setting, as a basis for determining employee and senior management awards and compensation and evaluating performance on a basis comparable to that used by investors and securities analysts. Note: it is possible these adjusting items have occurred in the past and could recur in future reporting periods. While these items may be significant components in understanding and assessing our consolidated financial performance, management believes the presentation of non-GAAP operating earnings enhances the understanding of results of operations by highlighting earnings attributable to the normal, ongoing operations of the company’s businesses.
SelectedBalance Sheet Statistics
| Period<br> Ended, | ||||
|---|---|---|---|---|
| 3Q25 | 4Q24 | |||
| Total assets (in billions) | $ | 334.5 | $ | 313.7 |
| Stockholders’ equity (in millions) | $ | 11,717.9 | $ | 11,131.3 |
| Total common equity (in millions) | $ | 11,665.5 | $ | 11,086.4 |
| Total common equity excluding cumulative change in fair value of funds withheld embedded derivative and accumulated other comprehensive income (AOCI) other than foreign currency translation adjustment (in millions) | $ | 12,333.3 | $ | 12,144.0 |
| End of period common shares outstanding (in millions) | 220.5 | 226.2 | ||
| Book value per common share | $ | 52.90 | $ | 49.01 |
| Book value per common share excluding cumulative change in fair value of funds withheld embedded derivative and AOCI other than foreign currency translation adjustment | $ | 55.93 | $ | 53.69 |
^17^ When a net loss is reported, our basic weighted-average shares are used to calculate diluted earnings per share, as dilutive shares would have an antidilutive effect and result in a lower loss per share.
^18^ See exhibit 1 for details on the impact of 3Q 2025 and 3Q 2024 significant variances on net income attributable to PFG; non-GAAP net income attributable to PFG, excluding exited business; and non-GAAP operating earnings.
PrincipalFinancial Group, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Financial Measures
(inmillions, except as indicated)
| Period Ended, | ||||
|---|---|---|---|---|
| 3Q25 | 4Q24 | |||
| Stockholders’ Equity, Excluding Cumulative Change in Fair Value of Funds Withheld Embedded Derivative and AOCI Other Than Foreign Currency Translation Adjustment, Available to Common Stockholders: | ||||
| Stockholders’ equity | $ | 11,717.9 | $ | 11,131.3 |
| Noncontrolling interest | (52.4) | (44.9) | ||
| Stockholders’ equity available to common stockholders | 11,665.5 | 11,086.4 | ||
| Cumulative change in fair value of funds withheld embedded derivative | (2,021.6) | (2,381.3) | ||
| AOCI, other than foreign currency translation adjustment | 2,689.4 | 3,438.9 | ||
| Stockholders’ equity, excluding cumulative change in fair value of funds withheld embedded derivative and AOCI other than foreign currency translation adjustment, available to common stockholders | $ | 12,333.3 | $ | 12,144.0 |
| Book Value Per Common Share, Excluding Cumulative Change in Fair Value of Funds Withheld Embedded Derivative and AOCI Other Than Foreign Currency Translation Adjustment: | ||||
| Book value per common share | $ | 52.90 | $ | 49.01 |
| Cumulative change in fair value of funds withheld embedded derivative and AOCI, other than foreign currency translation adjustment | 3.03 | 4.68 | ||
| Book value per common share, excluding change in fair value of funds withheld embedded derivative and AOCI other than foreign currency translation adjustment | $ | 55.93 | $ | 53.69 |
PrincipalFinancial Group, Inc.
Reconciliationof U.S. GAAP to Non-GAAP Financial Measures
(inmillions)
| Three<br> Months Ended, | Trailing<br> Twelve Months, | |||||||
|---|---|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | 3Q25 | 3Q24 | |||||
| Income<br> Taxes: | ||||||||
| Total<br> GAAP income taxes (benefit) | $ | 14.5 | $ | (100.4) | $ | 260.0 | $ | (186.2) |
| Net<br> realized capital gains (losses) tax adjustments | 2.6 | (7.6) | 60.1 | 32.5 | ||||
| Exited<br> business tax adjustments | 66.9 | 170.0 | (10.0) | 440.6 | ||||
| Income<br> taxes related to equity method investments and noncontrolling interest | 22.2 | 25.8 | 71.1 | 78.1 | ||||
| Income<br> taxes | $ | 106.2 | $ | 87.8 | $ | 381.2 | $ | 365.0 |
| Net<br> Realized Capital Gains (Losses): | ||||||||
| GAAP<br> net realized capital gains (losses) | $ | 85.7 | $ | 77.4 | $ | (114.6) | $ | (51.4) |
| Market<br> value adjustments to fee revenues | - | - | (0.1) | 1.1 | ||||
| Net<br> realized capital gains (losses) related to equity method investments | 1.2 | 0.3 | 1.9 | (9.0) | ||||
| Derivative<br> and hedging-related revenue adjustments | (25.7) | 17.3 | (82.6) | 52.0 | ||||
| Certain<br> variable annuity fees | 17.2 | 17.7 | 68.2 | 71.9 | ||||
| Sponsored<br> investment funds and other adjustments | 9.1 | 6.4 | 35.1 | 25.0 | ||||
| Capital<br> gains distributed – operating expenses | (41.4) | (36.7) | (42.4) | (96.4) | ||||
| Amortization<br> of actuarial balances | (4.3) | (0.3) | (10.5) | (0.6) | ||||
| Derivative<br> and hedging-related expense adjustments | (3.4) | (2.6) | 0.8 | (1.9) | ||||
| Market<br> value adjustments of embedded derivatives | (0.1) | (5.6) | (26.8) | (13.0) | ||||
| Market<br> value adjustments of market risk benefits | (13.2) | (40.8) | (78.9) | (75.9) | ||||
| Capital<br> gains distributed – cost of interest credited | (17.6) | (4.8) | (34.2) | (85.4) | ||||
| Net<br> realized capital gains (losses) tax adjustments | 2.6 | (7.6) | 60.1 | 32.5 | ||||
| Net<br> realized capital gains (losses) attributable to noncontrolling interest, after-tax | (18.2) | (13.6) | (50.8) | (31.0) | ||||
| Total<br> net realized capital gains (losses) after-tax adjustments | (93.8) | (70.3) | (160.2) | (130.7) | ||||
| Net<br> realized capital gains (losses), as adjusted | $ | (8.1) | $ | 7.1 | $ | (274.8) | $ | (182.1) |
| Income<br> (Loss) from Exited Business: | ||||||||
| Pre-tax<br> impacts of exited business: | ||||||||
| Amortization<br> of reinsurance gains (losses) | $ | (18.3) | $ | (46.4) | $ | (180.7) | $ | (492.2) |
| Other<br> impacts of exited business | (34.3) | (25.3) | (138.9) | 69.1 | ||||
| Net<br> realized capital gains (losses) on funds withheld assets | (0.2) | 39.4 | 13.3 | 151.1 | ||||
| Change<br> in fair value of funds withheld embedded derivative | (265.9) | (776.8) | 339.0 | (1,825.5) | ||||
| Tax<br> impacts of exited business | 66.9 | 170.0 | (10.0) | 440.6 | ||||
| Total<br> income (loss) from exited business | $ | (251.8) | $ | (639.1) | $ | 22.7 | $ | (1,656.9) |
PrincipalFinancial Group, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Financial Measures
(inmillions)
| Three<br> Months Ended, | Trailing<br> Twelve Months, | |||||||
|---|---|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | 3Q25 | 3Q24 | |||||
| Investment<br> Management Operating Revenues Less Pass-Through Expenses: | ||||||||
| Operating<br> revenues | $ | 483.9 | $ | 466.4 | $ | 1,879.4 | $ | 1,779.2 |
| Commissions<br> and other expenses | (39.9) | (38.6) | (154.7) | (148.4) | ||||
| Operating<br> revenues less pass-through expenses | $ | 444.0 | $ | 427.8 | $ | 1,724.7 | $ | 1,630.8 |