DEF 14A of Principal Financial Group Inc, Apr 6, 2026

DEF 14A of Principal Financial Group Inc

Filed Apr 6, 2026 · FY20250001104659-26-039920

Open on EDGAR

  1. Director nominees overview

    Director nominees overview

  2. Director nominees overview

    | | | | Director since | | Other current public company boards | Committee membership | | | | | | Name and primary occupation, age | | Class | | Independence | | AC | EC | FC | HRC | NGC | | | Jonathan S. Auerbach, 63 Independent Director, Principal Financial Group | I | 2019 | | | | | ● | ● | | | | Mary E. “Maliz” Beams1, 70 Independent Director, Principal Financial Group | I | 2021 | | | ● | | ● | | | | | Jocelyn Carter-Miller, 68 Independent Director, Principal Financial Group | I | 2001 | | Arlo Technologies, Inc.; Backblaze Inc. | | ● | | ■ | ● | | | Scott M. Mills, 57 Lead Independent Director, Principal Financial Group | I | 2016 | | | ● | ● | | | ● | | | Claudio N. Muruzabal, 65 Independent Director, Principal Financial Group | I | 2021 | | | | | | ● | ● |

  3. Director nominees overview

    | ■ | Committee chair | | ● | Committee member | | | Independent |

  4. Director nominees overview

    In connection with the retirement of Dan Houston, our former Executive Chairman, the Board approved reassigning Ms. Beams to Director Class II to maintain as nearly as equal as possible distribution of Directors across classes. The Company expects that Ms. Beams will stand for reelection with the Class II Directors at the 2027 Annual Meeting of Shareholders.

  5. Director nominees overview

    | | 2026 Proxy Statement | 5 |

  6. Nominees for class I directors with terms expiring in 2026

    Nominees for class I directors with terms expiring in 2026 Our Board has three classes of Directors, each having a three-year term. Each Director nominee is currently a member of our Board. The Board has nominated the following Class I Directors to stand for election at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”): Jonathan S. Auerbach, Mary E. Maliz Beams, Jocelyn Carter-Miller, Scott M. Mills, and Claudio N. Muruzabal. In connection with the retirement of Dan Houston, our former Executive Chairman, the Board approved reassigning Ms. Beams to Director Class II to maintain as nearly as equal as possible distribution of Directors across classes. We expect that Ms. Beams will stand for reelection with the Class II Directors at the 2027 Annual Meeting of Shareholders. We also expect that all the current nominees will be able and willing to serve if elected. However, if, prior to the 2026 Annual Meeting, any nominee should become unable or unwilling to serve, proxies may be voted at the 2026 Annual Meeting for another candidate nominated as a substitute by the Board, or the Board may reduce the number of Directors that constitute the Board.

  7. Nominees for class I directors with terms expiring in 2026

    | | Recommendation The Board of Directors recommends that shareholders vote “For” all the nominees for election at the 2026 Annual Meeting. |

  8. Nominees for class I directors with terms expiring in 2026

    | Jonathan S. Auerbach | | | Age: 63 Director since: 2019 Other public company boards: None Committees: Finance and Human Resources Education: Bachelor’s degree from Dartmouth College, and a B.A. and M.A. from Oxford University | Career highlights Mr. Auerbach served as Executive Vice President, Chief Strategy, Growth and Data Officer of PayPal Holdings, Inc., a financial technology company, from 2015 until 2023. He led PayPal’s global strategy, acquisitions, partnerships, advanced analytics and data science, growth marketing, and corporate affairs teams. Mr. Auerbach also served as a strategic advisor to PayPal’s operations in China and was responsible for the company’s Blockchain, Crypto and Digital Currencies business unit and chaired PayPal’s Operating Group. Prior to joining PayPal, Mr. Auerbach was Chief Executive Officer of SingTel’s Group Digital Life from 2013-2014 and spent over 26 years with McKinsey & Company, serving in a variety of executive roles in Asia and North America, including leading the Asian Telecommunications, Media and Technology Practice, the Singapore Office, and Southeast Asia Region, and the North American High-Tech Practice. Mr. Auerbach serves on the Boards of Directors of Just Capital, the National Committee on U.S.-China Relations and is a member of the Council of Foreign Relations. Key skills and qualifications Mr. Auerbach brings to the Board executive leadership experience through his service as an executive vice president of a financial technology company, as well as executive-level experience in international operations, financial services, marketing, product development, risk management, strategic planning, sustainability/ESG, and technology. |

  9. Nominees for class I directors with terms expiring in 2026

    | | 2026 Proxy Statement | 9 |

  10. Nominees for class I directors with terms expiring in 2026

    | Mary E. “Maliz” Beams | | | Age: 70 Director since: 2021 Other public company boards: Current: None Within Last Five Years: BrightSphere Investment Group, Inc. (Audit and Compensation Committees) Committees: Audit and Finance Education: Bachelor’s degree in English from Boston College, a Certificate of Special Studies in Strategic Planning from Harvard University, and an M.B.A. in Marketing and Finance from Columbia University | Career highlights Since December 2022, Ms. Beams has been the Chief Executive Officer of the Long-Term Stock Exchange, a national securities exchange registered with the SEC, and has served as Chair of the Long-Term Stock Exchange Group Board since 2025. She previously served as the Chief Executive Officer of Retirement Solutions at Voya Financial Inc. from 2011 until 2015. Prior to joining Voya, Ms. Beams served in various executive leadership roles, including serving as President and Chief Executive Officer of TIAA-CREF Individual & Institutional Services, LLC from 2004 to 2010, Senior Managing Director of Fleet Investment Advisors, Inc. from 1993 to 1997, Senior Vice President of Retail Banking of Citibank from 1984 to 1988, and Director of the Consumer Card Group of American Express Company from 1988 to 1993. Ms. Beams currently serves as Chair of the FNZ Trust Company’s Board and a member of its Audit Committee. She serves as a member of the Global Advisory Board of Salesforce, and was a former Counselor of the Department of State. Key skills and qualifications Ms. Beams brings to the Board executive experience, including through her service as a chief executive officer of a retirement services solutions business unit of a health, wealth and investment management public company. She also brings to the Board executive-level experience in financial services, asset and investment management, accounting, international operations, products development, risk management, strategic planning, sustainability/ESG and technology. |

  11. Nominees for class I directors with terms expiring in 2026

    | 10 | 2026 Proxy Statement | |

  12. Nominees for class I directors with terms expiring in 2026

    | Jocelyn Carter-Miller | | | Age: 68 Director since: 1999 (Principal Life Insurance Company), 2001 (the Company) Other public company boards: Current: Arlo Technologies, Inc. (Audit Committee, Chair of Compensation Committee); and Backblaze, Inc. (Compensation Committee Chair, Audit Committee and Nomination and Governance Committee member). Within Last Five Years: Netgear, Inc. (Audit and Compensation Committees); The Interpublic Group of Companies, Inc. (Audit and Executive Committees, Corporate Governance and Social Responsibility Chair) Committees: Human Resources (Chair), Nominating and Governance and Executive Education: Bachelor’s degree in accounting from the University of Illinois and an M.B.A. in Finance and Marketing from the University of Chicago. She also has passed the certified public accountant examination. | Career highlights Since 2005, Ms. Carter-Miller has been President of TechEd Ventures, a consulting and management firm that develops and markets high-performance educational and personal empowerment programming. From 2002 until 2004, she served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. and was responsible for the company’s marketing for its 846 superstores, contract, catalog, and e-commerce businesses in the United States and Canada, and operations in 15 other countries. Before joining Office Depot, Ms. Carter-Miller was Corporate Vice President and Chief Marketing Officer of Motorola, Inc. with overall responsibility for marketing across the company’s $30 billion revenue base and a mix of businesses. She also had general management responsibility for Motorola’s network operations in Latin America, Europe, the Middle East and Africa. Prior to joining Motorola, she was Vice President of Marketing and Product Development at Mattel, Inc. Ms. Carter-Miller serves on the Board of Directors of nonprofit organizations, including The National Association of Corporate Directors. She was a former President of the League of Women Voters of Broward County. Ms. Carter-Miller is an NACD Directorship 100 recipient and has been recognized as a Savoy Most Influential Black Corporate Directors and a Director & Boards Director to Watch. Key skills and qualifications Given her tenure on our Board, in addition to strong institutional perspective that has effectively contributed to Principal’s evolution to a large global financial services company, Ms. Carter-Miller brings to the Board a wealth of executive leadership experience, as well as experience in marketing, brand management, and international operations, including through her service as executive vice president of a publicly traded company that provides products, supplies, and technology solutions. She also brings to the Board executive-level experience in accounting and finance, executive compensation, human resources and talent management, leadership development and training, risk management, product development, strategic planning, sustainability/ESG, and technology. |

  13. Nominees for class I directors with terms expiring in 2026

    | | 2026 Proxy Statement | 11 |

  14. Nominees for class I directors with terms expiring in 2026

    | Scott M. Mills | | | Age: 57 Director since: 2016 Lead Director since 2020 Other public company boards: None Committees: Audit, Nominating and Governance and Executive Education: Bachelor’s degree in economics from the Wharton School of the University of Pennsylvania | Career highlights Mr. Mills served as President and Chief Executive Officer of BET Media Group, an American entertainment company, from 2021 to December 2025. Prior to that role, he served as President of BET Networks from 2018 through 2021. From 2015 through 2017, Mr. Mills served as Executive Vice President and Chief Administrative Officer of Viacom, Inc., a former multinational mass media conglomerate. He served as Executive Vice President of Human Resources and Administration of Viacom from 2012 to 2015. Mr. Mills previously served as President and Chief Operating Officer, Chief Financial Officer and President of Digital Media of Viacom’s BET Networks unit. Prior to joining BET, he worked in investment banking and served as Deputy Treasurer for the City of Philadelphia. Key skills and qualifications Mr. Mills brings to the Board executive leadership experience and investment management experience through his service as a chief executive officer of an entertainment company and his prior work in asset and investment management. He also brings to the Board executive-level experience in accounting and finance, executive compensation, human resources and talent management, marketing, product development, strategic planning, and technology. |

  15. Nominees for class I directors with terms expiring in 2026

    | 12 | 2026 Proxy Statement | |

  16. Nominees for class I directors with terms expiring in 2026

    | Claudio N. Muruzabal | | | Age: 65 Director since: 2021 Other public company boards: None Committees: Human Resources and Nominating and Governance Education: Bachelor’s degree from the Catholic University of Argentina with double major in Business Administration and Accounting, and Global Executive M.B.A. from The Fuqua School of Business at Duke University | Career highlights Mr. Muruzabal served as the Chief Business Officer, CS of SAP, a global software company, from February 1, 2024 until May 2025, and as Interim Business Suite Leader of SAP from January 1, 2025 until May 2025. He joined SAP in 2015, serving as President, Latin America and Caribbean from 2015 until 2020, President of SAP EMEA South and Chairman of SAP Latin America & Caribbean from 2020 until 2022, and President of SAP Cloud Success Services from 2022 until January 2024. Prior to joining SAP, he served as Chief Executive Officer of NEORIS for 10 years, transforming the Latin American start-up company into a global management and information technology consulting business. Mr. Muruzabal also previously served as Vice President of Teradata Corporation in Latin America and the Caribbean and worked at NCR Corporation for over 20 years, where he held various senior executive positions. Mr. Muruzabal has been recognized consecutively from 2016 to 2023 with the HITEC 50 Award, as one of the top 50 most influential and notable Hispanic Professionals in the information technology industry. In 2019, he was recognized by the Council of the Americas organization with the “Technology Leader of the Year” Bravo Award. Key skills and qualifications Mr. Muruzabal brings to the Board executive leadership experience and technology and international operations experience, including through his service as president and chairman of various business units of a publicly traded multinational software company. He also brings to the Board executive-level experience in accounting and finance, marketing, product development, strategic planning, and sustainability/ESG. |

  17. Nominees for class I directors with terms expiring in 2026

    | | 2026 Proxy Statement | 13 |

  18. Continuing class II directors with terms expiring in 2027

    Continuing class II directors with terms expiring in 2027

  19. Continuing class II directors with terms expiring in 2027

    | Roger C. Hochschild | | | Age: 61 Director since: 2015 Other public company directorships: Current: None Within Last Five Years: Discover Financial Services Committees: Human Resources and Nominating and Governance (Chair) Education: Bachelor’s degree in economics from Georgetown University and an M.B.A. from the Amos Tuck School at Dartmouth College | Career highlights Mr. Hochschild has been Senior Advisor of Magnetar, a leading alternative asset manager, since May 2025. He retired from Discover Financial Services, a digital banking and payment services company, at the end of 2023 after serving as President and Chief Operating Officer from 2004 to 2018 and then President and Chief Executive Officer from 2018 to August 2023. He was Executive Vice President, Chief Administrative and Strategic Officer for Morgan Stanley from 2001 to 2004, and was Executive Vice President, Chief Marketing Officer—Discover from 1998 to 2001, when Discover was part of Morgan Stanley. Mr. Hochschild has served as a Director of InterPayments since 2024 and has been a Director of Chicago Public Media since 2016. Key skills and qualifications Mr. Hochschild brings to the Board executive leadership experience through his service as president and chief executive officer of a large publicly traded digital banking and payment services company, as well as executive-level experience in financial services, accounting and finance, asset and investment management, retail consumer services, and technology. |

  20. Continuing class II directors with terms expiring in 2027

    | 14 | 2026 Proxy Statement | |

  21. Continuing class II directors with terms expiring in 2027

    | Diane C. Nordin | | | Age: 67 Director since: 2017 Other public company boards: Diamond Hill (member of the Audit, Compensation, and Nominating and Governance Committees) Committees: Audit (Chair) and Finance Education: Bachelor’s degree from Wheaton College (MA) and is a Chartered Financial Analyst | Career highlights Ms. Nordin was a partner of Wellington Management Company, LLP, a private asset management company, from 1995 to 2011. She joined Wellington in 1991. Throughout her tenure at Wellington, she served in various executive roles and had responsibilities that included product management and client relationship management. She oversaw Wellington’s Fixed Income group, where she was responsible for approximately 20 investment approaches and 130 investors globally. Ms. Nordin served as Vice Chair of the Compensation Committee and Audit Chair of the Wellington Management Trust Company, in addition to other committee service throughout her tenure. Prior to joining Wellington, she worked at Fidelity Investments and Putnam Advisory. Ms. Nordin joined the Board of Directors of Wellington Trust Company in December 2023, and she is a Trustee of the Wellington Management Foundation Board of Trustees. Since 2016, Ms. Nordin has been a director of Antares Capital, an alternative asset manager and financing provider for private equity-backed borrowers, where she is Chair of the Compensation Committee. She has been an Emeritus Trustee of Wheaton College since 2010, where she chaired the Investment Committee and served on the Audit Committee. In 2022, Ms. Nordin was appointed as Trustee of Financial Analysts Foundation and was elected a Trustee of Financial Accounting Foundation board, an independent private organization responsible for the oversight, administration, and finances of FASB and GASB, serving on the Appointments and Oversight Committees. From 2016 until 2022, she served as a governor of the CFA Institute, where she was the Chair of the Board of Governors, as well as the Chair of Audit, Risk, and Nominations Committees. She also served as a member of CFA’s Risk, Executive, and People and Culture Committees and Chair of the Governance Committee. Ms. Nordin serves on the New York State Common Fund Investment Advisory Committee in a pro bono capacity. She previously served as a Board member, Executive and Compensation Committee member, and Investment Committee Chair of the Appalachian Mountain Club, the oldest conservation organization in the United States. Key skills and qualifications Ms. Nordin brings to the Board executive leadership experience, including through her service as a partner of an asset management firm, as well as executive-level experience in financial services, accounting and finance, international operations, marketing, product development, risk management, and strategic planning. |

  22. Continuing class II directors with terms expiring in 2027

    | | 2026 Proxy Statement | 15 |

  23. Continuing class II directors with terms expiring in 2027

    | Alfredo Rivera | | | Age: 64 Director since: 2020 Other public company boards: None Committees: Audit and Finance Education: Bachelor’s degree and M.B.A. from the University of Southern Mississippi and completed the Advanced Management Program at Harvard Business School | Career highlights Mr. Rivera is the retired President of the North America Operating Unit of The Coca-Cola Company, a global total beverage company. Mr. Rivera served in this role from 2020 until December 2022 and served as a Senior Advisor until his retirement in March 2023. He helped lead The Coca-Cola Company’s transformation to emerge stronger as a total beverage company, enabled by a globally networked organization. Mr. Rivera joined The Coca-Cola Company in 1997 and served in various executive leadership roles, including serving as President, Latin America from 2016 to 2020 and President, Latin Center Business Unit from 2013 to 2016. Mr. Rivera was a director of the Coca-Cola Hellenic Bottling Company from 2018 to 2021. Key skills and qualifications Mr. Rivera brings to the Board executive leadership experience through his service in executive leadership roles in large global operations of a public company, as well as executive-level experience in accounting and finance, retail consumer, executive compensation, human resources and talent management, marketing, strategic planning, and sustainability/ESG. |

  24. Continuing class II directors with terms expiring in 2027

    | 16 | 2026 Proxy Statement | |

  25. Continuing class III directors with terms expiring in 2028

    Continuing class III directors with terms expiring in 2028

  26. Continuing class III directors with terms expiring in 2028

    | Blair C. Pickerell | | | Age: 69 Director since: 2015 Other public company boards: Current: Dah Sing Banking Group Limited (Chair of the Risk Management and Compliance Committee and a member of the Audit Committee); First Pacific Company Limited (Finance, Corporate Governance and Ad Hoc Selection Committees) Committees: Finance and Human Resources Education: Bachelor’s and master’s degrees from Stanford University and an M.B.A. from Harvard Business School | Career highlights Mr. Pickerell was Head of Asia of Nikko Asset Management from 2010 to 2014 and served as its Chairman, Asia from 2014 to 2015. From 2007 to 2010, he was CEO, Asia, at Morgan Stanley Investment Management. Mr. Pickerell has also served as Chief Executive, Asia-Pacific, of HSBC Asset Management, as Chairman of Jardine Fleming Funds, and as Managing Director of Jardin Pacific, Ltd. His current international service includes memberships on the Supervisory Committee for the Tracker Fund of Hong Kong and the International Advisory Council of the Faculty of Business and Economics at the University of Hong Kong. Key skills and qualifications Mr. Pickerell brings to the Board executive leadership experience and extensive experience in the asset management and financial services industries, particularly in the Asia Pacific Region. This includes his having served as the chief executive for Asia-Pacific for a number of investment management firms and having sat on global management committees of several major investment management firms. He has also had exposure to numerous non-financial industries from his time as Managing Director of a large Asian conglomerate. He also brings to the Board executive-level experience in executive compensation, international, marketing, and accounting and finance. |

  27. Continuing class III directors with terms expiring in 2028

    | | 2026 Proxy Statement | 17 |

  28. Continuing class III directors with terms expiring in 2028

    | Clare S. Richer | | | Age: 67 Director since: 2020 Other public company boards: Bain Capital Specialty Finance Inc. (member of the Audit, Compensation, and Nominating/Governance Committees) Committees: Finance (Chair), Human Resources and Executive Education: B.B.A. from University of Notre Dame | Career highlights Ms. Richer was Chief Financial Officer of Putnam Investments, a global asset management firm (now part of Franklin Templeton), from 2008 to 2017. Prior to joining Putnam, Ms. Richer held several roles at Fidelity Investments from 1983 to 2008. Ms. Richer is a member of the Board of Directors of State Street Global Advisors SPDR ETF Funds. She is also a Trustee of the University of Notre Dame, serving as a member of the Compensation, Investment Finance, and Executive Committees. She served on the Board of Directors of the Alzheimer’s Association, MA/NH chapter. Key skills and qualifications Ms. Richer brings to the Board extensive executive leadership experience, including through her service as chief financial officer of a global asset management firm. She also brings to the Board executive-level experience in accounting and finance, product development, risk management, strategic planning, and technology. |

  29. Continuing class III directors with terms expiring in 2028

    | 18 | 2026 Proxy Statement | |

  30. Continuing class III directors with terms expiring in 2028

    | H. Elizabeth Mitchell | | | Age: 64 Director since: 2022 Other public company boards: Current: Selective Insurance Group (Member of the Audit Committee) and Enact Holdings, Inc. (Chair of the Audit Committee) Within Last Five Years: StanCorp Financial Corp. Committees: Audit and Nominating and Governance Education: Bachelor’s degree from the College of the Holy Cross and CERT Certificate in Cyber Security Oversight from Carnegie Mellon University | Career highlights Ms. Mitchell was Chief Executive Officer of Renaissance U.S. Inc., and its predecessor Platinum Underwriters Reinsurance Inc., from 2007, and the company’s President from 2005 until her retirement in 2016. Prior to those roles, she served in various executive leadership roles at the company and at other firms, including serving as an Advisor to Hudson Structured Capital Management from 2018 to 2024. Ms. Mitchell served as the non-executive Chair of Weston Insurance Company from 2020 until 2022. Ms. Mitchell is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries. She is also a National Association of Corporate Directors (NACD) Certified Director. Key skills and qualifications Ms. Mitchell brings to the Board executive leadership experience through her service as a chief executive officer of a global provider of reinsurance and insurance. She also brings to the Board executive-level experience in risk management, financial services, accounting and finance, strategic planning, sustainability/ESG, and technology. |

  31. Continuing class III directors with terms expiring in 2028

    | | 2026 Proxy Statement | 19 |

  32. Continuing class III directors with terms expiring in 2028

    | Deanna D. Strable-Soethout | | | Age: 57 Director since: 2025 Other public company boards: Elevance Health, Inc. (Member of the Audit and Nominating & Governance Committees) Committees: Executive (Chair) Education: Bachelor of Science degree from Northwestern University in Evanston, Illinois, Fellow of the Society of Actuaries and a member of the American Academy of Actuaries | Career highlights Ms. Strable-Soethout has served as Chair, President and Chief Executive Officer of the Company, and its wholly owned subsidiary, Principal Life Insurance Company since September 2025. She served as President and Chief Executive Officer from January 2025 to September 2025, and as President and Chief Operating Officer from August 2024 to January 2025. Ms. Strable-Soethout served as Chief Financial Officer from 2017 to August 2024. Ms. Strable-Soethout joined the Company in 1990 and has served in various executive leadership roles, including serving as Executive Vice President and Chief Financial Officer as well as President of the Benefits and Protection division. Ms. Strable-Soethout is a member of the Board of Directors of Simpson College. She previously served on the United Way Worldwide Board of Trustees after holding various positions for the United Way of Central Iowa. She also served as chair of the Board of Directors for LIMRA LOMA Global (LL Global, Inc.). Key skills and qualifications Ms. Strable-Soethout is our current Chair, President and CEO and she brings to the Board extensive and proven executive leadership and operational expertise as well as deep financial and accounting skills, through her experience in advancing strategy, financial results and operations for a global financial services company, including extensive contributions to enable Company growth and creation of value for the Company’s customers, shareholders and employees. |

  33. Continuing class III directors with terms expiring in 2028

    | 20 | 2026 Proxy Statement | |

  34. Continuing class III directors with terms expiring in 2028

    We believe that good corporate governance promotes the long-term interests of our shareholders. The Board and management regularly review best practices for corporate governance and modify our policies and practices as warranted. Our current best practices include:

  35. Continuing class III directors with terms expiring in 2028

    | • Super-majority of independent Directors (11 out of 12); • Proxy access for shareholders owning 3% or more of the Company’s common stock for a minimum of three years; • All key committees (i.e., Audit, Finance, Human Resources, and Nominating and Governance Committees) are composed entirely of independent Directors; • Strong independent Lead Director; • Director resignation policy if the support of a majority vote of shareholders is not achieved; • Policy regarding Directors’ service on other public company boards; • Board and committee self-assessments conducted annually; • Director evaluations conducted no less frequently than in connection with Director nomination process; | • Robust stock ownership guidelines for Directors; • Robust shareholder engagement program to obtain valuable feedback on our compensation and governance programs; • Annual review of CEO succession plan by the independent Directors with and without the CEO present; • Annual Board review of senior management long-term and emergency succession plans; • Multiple executive sessions involving solely independent Directors at each regularly scheduled Board meeting; and • Robust policies and procedures concerning the identification of and monitoring for conflicts of interest across the organization. |

  36. Fees earned by non-employee directors in 2025

    | Name | Fees earned or paid in cash | Stock awards1 | Total | | Jonathan S. Auerbach | $115,000 | $200,037 | $315,037 | | Mary E. “Maliz” Beams | $115,000 | $200,037 | $315,037 | | Jocelyn Carter-Miller | $142,500 | $200,037 | $342,537 | | Roger C. Hochschild | $142,500 | $200,037 | $342,537 | | Scott M. Mills | $170,000 | $200,037 | $370,037 | | H. Elizabeth Mitchell | $115,000 | $200,037 | $315,037 | | Claudio N. Muruzabal | $115,000 | $200,037 | $315,037 | | Diane C. Nordin | $152,500 | $200,037 | $352,537 | | Blair C. Pickerell | $115,000 | $200,037 | $315,037 | | Clare S. Richer | $152,500 | $200,037 | $352,537 | | Alfredo Rivera | $115,000 | $200,037 | $315,037 |

  37. 2025 company performance highlights

    | Long-term financial targets4 | | | | Annual growth in earnings per share2 | Return on equity3 | Free capital flow conversion5 | | 9-12% | 15-17% | 75-85% |

  38. 2025 compensation highlights

    | 2025 CEO Compensation • In January 2025, Ms. Strable-Soethout was appointed President and CEO and her base salary increased from $850,000 to $1,000,000. • Her annual incentive target increased from 250% to 300%. • The grant date fair value of her long-term incentive award was $8,870,708. • Principal Financial Group Incentive Pay Plan (PrinPay Plan) payout for 2025 was $3,091,200. | 2025 Annual Bonus Performance • Based on the Company’s 2025 annual performance achievements, many of which are outlined above, our 2025 incentive program was earned at 104% of target. • Individual modifiers for our Named Executive Officers were 100% of the PrinPay score. | 2023−2025 PSU Performance • Based on the Company’s three-year average Non-GAAP return on equity (“ROE”) and three-year average operating margin1 performance, and the relative total shareholder return2 metric, the 2023-2025 Performance Based RSUs (“PSUs”) vested on December 31, 2025, and 83% of the target number of shares were paid out in February 2026, according to the established performance scale, and approved by the Human Resources Committee. |

  39. Historic say-on-pay votes

    | Compensation component | Objective | Description and 2025 highlights | | Base salary | Provides fixed income based on the size, scope, and complexity of the Named Executive Officers’ role, performance, and relative position compared to market pay information. | In 2025, the Committee increased certain Named Executive Officers’ base salaries, as detailed on page 47. | | Annual incentive (“PrinPay”) compensation | Motivates and rewards overall corporate objectives as well as the Named Executive Officers’ contributions to achieving our annual objectives. | A range of earnings opportunities, expressed as a percentage of base salary, is established for each Named Executive Officer. Actual bonuses depend on executive goals and overall Company performance and profitability. Company performance and profitability are measured by performance to goals on Non-GAAP Operating Earnings, Customer Driven Growth Metrics, People, Values, and Culture Score, and a Free Capital Flow modifier. Details of the program are outlined on pages 48 to 51. Based on the Human Resources Committee’s assessment, the Named Executive Officers earned bonuses at 100% of target, as detailed on pages 50 to 51. | | Long-term incentive compensation | Motivates and rewards long-term corporate performance as well as the Named Executive Officers’ contributions to achieving our long-term objectives. Reinforces the link between the interests of the Named Executive Officers and shareholders. Encourages retention. | Each year, the Human Resources Committee establishes the long-term award opportunity for each Named Executive Officer. Awards are granted 70% in PSUs and 30% in time-based RSUs. PSUs are intended to incentivize participants to deliver on the Company’s defined financial goals. The value to participants varies based on the degree of achievement against those goals. PSUs typically have a three-year performance period and beginning in 2025 are measured on 50% average Non-GAAP ROE and 50% Cumulative Earnings Per Share. PSUs are subject to a Relative Total Shareholder Return (“RTSR”) metric with a range of 80% to 120%. We believe these are important metrics because Cumulative Earnings Per Share reflects the Company’s ability to generate sustainable earnings growth for shareholders over time, and Non-GAAP ROE measures our efficiency in managing capital. Non-GAAP ROE is also a key measure for our shareholders. Time-based RSUs are intended to align participants with the Company’s long term value appreciation. RSUs have a three-year cliff vesting. Details of the program are outlined on pages 51 to 53. | | Benefits | Protects against catastrophic expenses and provides retirement savings opportunities. | Our Named Executive Officers participate in most of the same benefit plans as the Company’s other U.S.-based employees, including health, life, disability income, vision and dental insurance, an employee stock purchase plan, 401(k) plan, and pension plan. Certain of the Named Executive Officers also participate in non-qualified retirement plans (defined benefit and defined contribution). Mr. Bhatia is not eligible for the pension plan or the non-qualified defined benefit plan. |

  40. Historic say-on-pay votes

    | Compensation component | Objective | Description and 2025 highlights | | Perquisites | Modest additional benefits to help attract and retain executive talent and enable Named Executive Officers to focus on Company business with minimal disruption. | Named Executive Officers are eligible for one physical examination per year, business spousal travel, and gifts of nominal value given to sales conference attendees. The Human Resources Committee approved the ability of Named Executive Officers to participate in Principal Asset Management investment products on a reduced or no-fee basis. The Human Resources Committee also approved our CEO’s and Executive Chairman’s use of our corporate aircraft for limited personal travel. | | Termination benefits | Provides temporary income following a Named Executive Officer’s involuntary termination of employment, and, in the case of a change of control, helps ensure the continuity of management through the transition. | A discussion of our change of control and separation benefits is on pages 71 to 74. These benefits do not include excise tax gross ups. |

  41. The role of the independent compensation consultant and interaction with management

    The role of the independent compensation consultant and interaction with management The Human Resources Committee has the sole authority to hire, approve the compensation of, and terminate the engagement of the compensation consultant. The compensation consultant usually conducts an annual competitive review of compensation opportunities for each of the Named Executive Officers compared to the pay opportunities of similarly situated executives at the peer group companies (the “Peer Group”). A comprehensive review of compensation programs for the CEO and all of her direct reports is typically conducted every other year. In the years in which the compensation consultant does not conduct a compensation study, the Human Resources Committee makes compensation decisions—in part based on survey data provided by the Human Resources

  42. The role of the independent compensation consultant and interaction with management

    | 44 | 2026 Proxy Statement | |

  43. The role of the independent compensation consultant and interaction with management

    Department and input provided by the compensation consultant. The last comprehensive review of executive compensation was conducted in 2024. That review covered all aspects of the incentive program design and structure of the Company’s overall compensation program for the Named Executive Officers, including: • A competitive review of compensation opportunities for each of the Named Executive Officers compared to the pay opportunities of similarly situated executives at Peer Group companies; • An analysis to ensure that total share dilution and the economic costs of long-term incentives are reasonable and affordable for the Company; and • A historical market review of performance goals in incentive plans and incentive payout outcomes. The compensation consultant: • Attended five meetings of the Human Resources Committee in 2025, as requested by the Committee Chair; and • Reviewed and commented on drafts of the Compensation Discussion & Analysis and related compensation tables for this proxy statement.

  44. Use of compensation data

    Use of compensation data The Human Resources Committee determines the Peer Group companies it uses to compare the Named Executive Officers’ compensation as part of the compensation consultant’s biennial study. The compensation consultant recommends an appropriate Peer Group of public, similarly sized, diversified financial services, insurance, and asset management companies, considering the Company’s and the Peer Group companies’ strategy, mix of business, and size, as measured primarily by annual revenues, market capitalization, and total assets. These companies are the major competitors in one or more of the Company’s businesses, but none represent the exact business mix of the Company. Principal targets compensation for the Named Executive Officers at the median compensation of the named executive officers at the Peer Group companies. The Peer Group used for 2025 compensation decisions included the following companies:

  45. 2025 executive compensation decisions

    2025 executive compensation decisions As stated above, the Company’s pay philosophy is to target the market median of the Peer Group for a Named Executive Officer’s total compensation, with actual compensation varying based on performance and tenure. The Committee made compensation decisions for the Named Executive Officers based on: • The Company’s strategic and human resources objectives; • Competitive data for the Peer Group and for a broader group of diversified financial services companies (see Appendix A for a complete list of these companies); • Corporate and individual performance on key initiatives; • Corporate performance compared to our competitors; • Economic conditions; • Retirement benefits; • The CEO’s compensation recommendations for Named Executive Officers; • Advice of the Committee’s compensation consultant; and • How the elements of compensation contribute to and interrelate with total compensation. The Committee also considers the tax and accounting consequences of each element of compensation. Following changes in the tax laws in 2017, we generally cannot deduct annual compensation paid to certain covered employees in excess of $1 million for each such employee, subject to limited grandfathered arrangements. Accordingly, these and other factors often result in compensation opportunities that will not be fully tax deductible. To attract, retain, and reward executives who help us realize our strategic initiatives and objectives, the Committee believes that it should consider all relevant factors in the design of our compensation program. While the Committee considers the tax consequences of compensation decisions, the Committee’s primary focus is designing competitive and effective compensation programs.

  46. Base salary

    Base salary When determining base salary for each Named Executive Officer, the Committee considers the Peer Group median for comparable executive positions, as well as the survey data referenced above, the Named Executive Officer’s performance and work experience, the importance of the position to the Company, and how difficult it would be to replace the Named Executive Officer. The table below provides the historical base salaries of the Named Executive Officers. The 2025 salary increases for Ms. Strable-Soethout and Mr. Pitz were made to align each executive’s salary with their new positions as President and CEO and Chief Financial Officer, respectively. The 2025 salary increases for Ms. Friedrich and Mr. Littlefield were made to better align their compensation with the median compensation levels among our peer companies.

  47. Annual incentive compensation

    Annual incentive compensation Named Executive Officers participate in the PrinPay Plan, the Company’s broad-based annual incentive compensation plan for employees. Awards are calculated based on eligible earnings during the plan year. The PrinPay Plan links annual incentive compensation to Company performance and profitability, as measured by financial, growth, capital stewardship, and human capital metrics, including the following: Non-GAAP operating earnings, excluding impact of actuarial assumption reviews: GAAP net income attributable to PFG excluding net realized capital gains (losses), as adjusted, income (loss) from exited business, and the impact of actuarial assumption reviews. It continues to be a primary indicator of our organization’s financial performance. Managed net cash flow: Represents net cash flows (deposits less withdrawals) we are managing within Principal. Managed net cash flow can contribute to customer growth and, if positive, increases assets under management. Free capital flow payout ratio: Is an indicator of using capital wisely to drive growth and be seen as an industry leader in driving shareholder value. Free capital flow is the capital generated by each business operation that flows to the enterprise and enables organic reinvestment for growth and external deployment to drive shareholder value. Customer revenue growth: Focuses on revenue growth from customer-driven actions rather than market/macro conditions. People, Values, and Culture: Contributes to our ability to create a more inclusive workforce and culture, including attracting and retaining high-performing employees, developing employees through upskilling, and supporting employee volunteerism. After establishing the Company performance score, performance against a set of executive goals is assessed on a team-wide basis to determine the applicable individual performance score. The Company performance component emphasizes the importance of overall corporate results, while the executive goal assessment reinforces alignment across the leadership team. Beginning in 2025, as recommended by the CEO, the Human Resources Committee approved a shared set of executive goals to drive collaboration and focus on cross business unit initiatives that strongly impact enterprise performance. The Human Resources Committee may also consider factors that could not have been anticipated when corporate goals were established and may adjust the Company performance score upward or downward, as appropriate. The Committee set and approved the following target awards for our Named Executive Officers in 2025:

  48. Target annual incentive percentages (as a percentage of base salary)

    Target annual incentive percentages (as a percentage of base salary)

  49. Target annual incentive percentages (as a percentage of base salary)

    | Named executive officer | 2025 | | Houston | 375% | | Strable-Soethout | 300% | | Pitz1 | 155% | | Bhatia | 450% | | Friedrich | 200% | | Littlefield | 200% |

  50. Target annual incentive percentages (as a percentage of base salary)

    Mr. Pitz’s pro-rated target for 2025 was 155% (80% for January 1, 2025 through May 19, 2025 as Interim Chief Financial Officer, and 200% through December 31, 2025 as Chief Financial Officer).

  51. Target annual incentive percentages (as a percentage of base salary)

    | 48 | 2026 Proxy Statement | |

  52. Target annual incentive percentages (as a percentage of base salary)

    In establishing the target award opportunity for Messrs. Houston, Pitz, Bhatia, and Littlefield, and Mses. Strable-Soethout and Friedrich, the Committee considered the median incentive targets for comparable executive positions in the Peer Group companies, as well as the survey data referenced above.

  53. Performance goal setting

    | In August: The Board met to review the Company’s long-term strategy. | In November: The CEO, CFO, and Division Presidents recommended preliminary financial goals for the Company and business units and strategic initiatives for the next year. The Board Finance Committee reviewed the proposed goals, underlying assumptions of the goals and initiatives, key drivers of financial performance, trends, and business opportunities, and advised the Board and Human Resources Committee on the appropriateness of the financial goals. | In February: The Human Resources Committee reviewed and approved the final goals for the Company and the CEO, as well as reviewed the goals for the other Named Executive Officers, each with input from the Finance Committee and Board based on prior year-end financial results. Employees developed individual performance goals with their leaders that supported the Company’s goals. |

  54. Final annual incentive pay award determination

    Final annual incentive pay award determination In determining final awards for PrinPay participants, the Committee uses the following approach: Step 1: Determine initial PrinPay result.

  55. Final annual incentive pay award determination

    | Performance measures | | | Non-GAAP Operating Earnings, Excluding Impact of Actuarial Assumption Reviews ($Mil.)1 | | | Customer Driven Growth Metrics: | | | Customer revenue growth | | | Managed net cash flow | | | People, Values, and Culture | |

  56. Final annual incentive pay award determination

    See Non-GAAP financial measure reconciliations to the most directly comparable measures in Appendix B.

  57. Final annual incentive pay award determination

    | | 2026 Proxy Statement | 49 |

  58. Final annual incentive pay award determination

    | PrinPay modifier | | | Free Capital Flow Payout Ratio | |

  59. Final annual incentive pay award determination

    Step 2: Determine final PrinPay Company score based on a review of performance against goals across multiple dimensions.

  60. Final annual incentive pay award determination

    | Final PrinPay Company Score | | | PrinPay Company Score | |

  61. Final annual incentive pay award determination

    Step 3: Determine the individual performance modifier as shown below:

  62. Long-term incentive compensation

    Long-term incentive compensation The long-term incentive compensation program is designed to align the interests of our Named Executive Officers and shareholders. A Named Executive Officer’s compensation reflects the degree to which multi-year financial objectives are achieved, and shareholder value is increased. Our retirement, life insurance, and asset management products support our clients’ needs throughout different phases of their lifetimes, which is why the long-term focus of the compensation programs is particularly important. The long-term incentive compensation program also encourages collaboration among Named Executive Officers in pursuing Company-wide goals. When determining long-term incentive awards for the Named Executive Officers, the Committee primarily considers competitive market levels based on Peer Group and survey data, as well as the advice of its independent compensation consultant. The Committee also uses the following factors in determining a Named Executive Officer’s award (“Award Granted”): • The Named Executive Officer’s performance; • The importance of the Named Executive Officer to the Company over the long term; • The potential impact the Named Executive Officer could have on the Company’s results; • The Named Executive Officer’s performance relative to their peers within the Company; • Company performance compared to our competitors; • Retention concerns; and • Tenure in role. The compensation the Named Executive Officers ultimately receive may vary considerably from the grant date fair value of the Award Granted, due to the Company’s performance and changes in share price that occur after the grant.

  63. Long-term incentive compensation

    | | 2026 Proxy Statement | 51 |

  64. Long-term incentive compensation

    | 2025 long-term incentive grant | | | Named executive officer | Award granted | | Houston | $4,240,000 | | Strable-Soethout | $8,500,000 | | Pitz1 | $756,875 | | Bhatia2 | $4,481,750 | | Friedrich | $2,460,500 | | Littlefield | $2,392,250 |

  65. Long-term incentive compensation

    In 2025, the Named Executive Officers’ long-term compensation was granted in the form of 70% PSUs and 30% time-based RSUs. Awards granted were based on the Named Executive Officer’s performance and compensation compared to pay opportunities of similarly situated executives at the Peer Group companies. PSUs entitle a Named Executive Officer to earn shares of common stock if certain performance levels are achieved. The Committee uses time-based RSUs to increase retention aspects of the long-term incentive program. The weighting is not based on a specific formula or algorithm and is intended to create a balance between the achievement of specific operating objectives and retention. Time-based RSUs have a three-year cliff vesting. Dividend equivalents become additional RSUs, which vest and are converted to common stock at the same time and to the same extent as the underlying RSU. For PSUs, after a threshold Non-GAAP ROE or Operating Income goal is achieved or exceeded3, PSUs vest based on continued service and achievement of long-term performance goals aligned with the Company’s growth objectives communicated to shareholders, measured by average Non-GAAP ROE and cumulative earnings per share, each weighted 50%, typically over a three-year period (with each three-year period treated as a “Performance Cycle”). Named Executive Officers may defer the receipt of PSUs. 1 Mr. Pitz’s 2025 long-term incentive award was made in his role as Interim Chief Financial Officer. 2 Mr. Bhatia’s award includes $2,481,750 in a long-term incentive award and $2,000,000 in a long-term co-investment award made to Mr. Bhatia to better align his compensation with the median compensation levels among our peer companies, as described below under long-term co-investment award. 3 For the 2025 PSUs, the performance threshold is met if either of the following goals is met: • Three-year average Non-GAAP ROE of 7.5%; or • $2 billion cumulative Non-GAAP pre-tax operating income. Non-GAAP pre-tax operating income with respect to any calendar year shall mean annual pre-tax income from the Company’s continuing operations, minus net realized capital gains (losses), minus net realized capital gains (losses) on funds withheld assets, minus change in fair value of funds withheld embedded derivative. Average Non-GAAP ROE was selected because it reflects the efficient use of Company capital in generating profits. Cumulative earnings per share was selected because it reflects the Company’s ability to generate sustainable earnings growth for shareholders over time. See Non-GAAP financial measure reconciliations to the most directly comparable measures in Appendix B.

  66. Long-term incentive compensation

    | 52 | 2026 Proxy Statement | |

  67. Long-term incentive compensation

    | 2025-2027 PSU performance cycle | | | | | Performance level | Threshold award | Target award | Maximum award (150% of target) | | Payout (% of Target)4 | 50% | 100% | 150% | | Average Non-GAAP ROE | 11.3% | 15.0% | 16.0% | | Cumulative Earnings Per Share | -6.0% | 9.0% | 12.0% |

  68. Long-term incentive compensation

    | If neither the Non-GAAP ROE nor the Operating Income threshold performance objective is met, no PSUs will be earned or paid out. |

  69. Long-term incentive compensation

    RTSR metric: If the Company’s RTSR is in the top quartile, the result will be multiplied by 1.2. If the Company’s RTSR is in the bottom quartile, the result will be multiplied by 0.8. If the Company’s RTSR is between the 25th and 75th percentiles, the result will be multiplied by 1.0. The PSUs granted in 2025 for the 2025-2027 Performance Cycle will vest based on performance scales for three-year average Non-GAAP ROE and Cumulative Earnings Per Share over the performance period, each weighted 50%. Payout will be modified based on a three-year relative Total Shareholder Return metric. For the 2025-2027 Performance Cycle, PSUs will vest at the end of the three-year Performance Cycle, subject to continued employment or service.

  70. Long-term co-investment award

    Long-term co-investment award To better align Mr. Bhatia’s compensation with the median compensation levels among our peer companies, in February 2025, the Board approved a performance-based incentive award opportunity for Mr. Bhatia with a target value of $2.0 million, subject to achievement of pre-established performance criteria. Following completion of the performance evaluation, the Human Resources Committee approved a payout of the award in February 2026 at 95% of target, resulting in an earned amount of $1.9 million. As a required condition of the award, the earned amount was contributed in February 2026 to Company-sponsored co-investment funds and is subject to a two-year cliff vesting period, with vesting expected in 2028. The invested amount is exposed to the same investment risks and return profile as capital invested by unaffiliated third-party investors, and the Company does not guarantee any return or minimum value. The $1.9 million award is reflected in the Summary Compensation Table based on the year in which it was earned, and adjustments for future investment gains will be reflected in the summary compensation table for the applicable year. Upon vesting, the value of the investment will be paid to Mr. Bhatia in cash.

  71. Timing of stock awards and other equity incentives

    Timing of stock awards and other equity incentives Annual grants of PSUs and time-based RSUs for the Named Executive Officers are determined by the Committee at its February meeting, which occurs following the release of the prior year’s results. The Committee’s equity grant policy ensures that the grant date for all time-based RSUs and other stock-based awards will never be earlier than the date of approval. The grant date for the awards to the Named Executive Officers is the date of approval by the Committee.

  72. Change of control and separation pay

    Change of control and separation pay The Committee believes it is in the best interests of the Company and its shareholders to: • Assure that Principal will have the continued service of its Named Executive Officers; • Reduce the distraction of the Named Executive Officers that would result from the personal uncertainties caused by a pending or threatened Change of Control; • Encourage the Named Executive Officers’ full attention and dedication to Principal; and • Provide the Named Executive Officers with compensation and benefits upon a termination related to a Change of Control that are competitive with those of similar businesses. For these reasons, we have entered into Change of Control Employment Agreements with each of the Named Executive Officers. These agreements help align the financial interests of management with the Company, particularly when an acquisition would result in termination of the Named Executive Officer’s employment. These Change of Control Employment Agreements are based on market practice and do not affect other components of the Named Executive Officers’ compensation. When entering into these agreements, the Committee reviewed survey data and practices of other public insurance and financial services companies. The Committee continues to review market practices in this area for potential changes in these agreements. All benefits provided to the Named Executive Officers upon a Change of Control are paid after both a Change of Control and Qualifying Termination of employment have occurred (sometimes referred to as a “double trigger”), except that the then current value of the Named Executive Officer’s Excess Plan and NQDB will be paid upon a Change of Control to ensure that the value of those plans is not reduced if the Company is sold. These agreements do not provide excise tax gross ups. See pages 72-74 for details. In 2022, the Committee worked with the independent compensation consultant on a comprehensive market analysis of termination-related benefits related to our Executive Severance Plan, which provides benefits to the Named Executive Officers whose employment is terminated by the Company due to a reorganization or reduction in the workforce. Additional payments may be

  73. Change of control and separation pay

    | 54 | 2026 Proxy Statement | |

  74. Change of control and separation pay

    permitted in some circumstances as a result of negotiations with the Named Executive Officers, particularly when the Company requests additional covenants from the Named Executive Officers. See page 71 for details regarding benefits under the Executive Severance Plan.

  75. Hedging and pledging policy

    Hedging and pledging policy The Company prohibits all employees, including the Named Executive Officers, from purchasing any Company securities on margin (except for exercising stock options); engaging in short sales or trading in any put or call options; and purchasing, directly or indirectly, any financial instrument (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that is designed to hedge or offset any decrease in the market value of Company securities. We also prohibit our Board and those employees subject to Section 16 reporting requirements, including our Named Executive Officers, from directly or indirectly pledging, hypothecating, or otherwise encumbering Company securities as collateral for indebtedness. This includes, but is not limited to, holding Company securities in a margin account and pledging Company securities as collateral for a loan. This does not apply to the exercise of employee stock options.

  76. Risk assessment of employee incentive plans

    Risk assessment of employee incentive plans The Human Resources Compensation Department and the chief risk officers in the business units annually conduct a review and analysis of the Company’s employee incentive compensation plans to determine whether the plans are reasonably likely to have a material adverse effect on the Company and review their processes and conclusions with the Chief Risk Officer. The following factors, among others, are assessed: • Plan design; • Performance metrics and quality of goal setting; • Administrative procedures, including governance practices; • Plan compliance, communications, and disclosures; • Potential risks created by the plans; • Risk control factors and their effectiveness; and • Inherent and residual risk ratings. Some key factors that mitigate risks to the Company related to its incentive plans are the Company’s stock ownership guidelines for the Named Executive Officers, mandatory and discretionary compensation recovery policies, the anti-hedging policy, and

  77. Risk assessment of employee incentive plans

    | 56 | 2026 Proxy Statement | |

  78. Risk assessment of employee incentive plans

    the Human Resources Committee’s ability to exercise its judgment in evaluating the quality of performance achievements when determining earned compensation. A summary of the assessment process and conclusions is reviewed annually with the Committee. Based on this review, the Company has determined each year that its employee incentive compensation plans are designed to encourage behaviors that create and maintain shareholder value, do not encourage excessive risk, and are not reasonably likely to have a material adverse effect on the Company.

  79. Risk assessment of employee incentive plans

    | | 2026 Proxy Statement | 57 |

  80. Summary compensation table

    Summary compensation table The following table sets forth the compensation paid to our Named Executive Officers for services provided to the Company and its subsidiaries during 2023, 2024 and 2025.

  81. Summary compensation table

    | Name and principal position | Year | Salary1 | Bonus | Stock awards2,3 | Option awards2 | Non equity incentive plan compensation4 | Changes in pension value and non- qualified deferred compensation earnings5 | All other compensation6 | Total7 | | Daniel J. Houston Former Executive Chairman | 2025 | $791,154 | $0 | $4,424,919 | $0 | $3,085,500 | $2,533,807 | $485,651 | $11,321,031 | | | 2024 | $1,088,462 | $0 | $10,389,399 | $0 | $3,836,827 | $790,074 | $333,422 | $16,438,184 | | | 2023 | $1,038,462 | $0 | $9,661,687 | $0 | $3,310,096 | $765,298 | $343,285 | $15,118,828 | | Deanna D. Strable-Soethout Chair, President and Chief Executive Officer | 2025 | $990,769 | $0 | $8,870,708 | $0 | $3,091,200 | $691,042 | $184,168 | $13,827,887 | | | 2024 | $784,039 | $0 | $3,905,605 | $0 | $1,606,652 | $0 | $136,314 | $6,432,610 | | | 2023 | $720,538 | $0 | $3,351,666 | $0 | $1,224,915 | $678,864 | $131,969 | $6,107,952 | | Joel M. Pitz Chief Financial Officer | 2025 | $498,846 | $0 | $789,890 | $0 | $804,140 | $149,566 | $54,434 | $2,296,876 | | | 2024 | $409,615 | $0 | $1,043,283 | $0 | $338,834 | $0 | $44,108 | $1,835,840 | | | 2023 | | | | | | | | | | Kamal Bhatia8 President and CEO, Principal Asset Management | 2025 | $551,500 | $0 | $2,590,039 | $0 | $4,481,020 | $0 | $29,492 | $7,652,051 | | | 2024 | $547,423 | $0 | $2,534,017 | $0 | $2,160,712 | $0 | $30,085 | $5,272,237 | | | 2023 | | | | | | | | | | Amy C. Friedrich, President, Benefits and Protection | 2025 | $699,769 | $0 | $2,567,834 | $0 | $1,455,520 | $403,377 | $97,367 | $5,223,867 | | | 2024 | $684,385 | $0 | $2,462,362 | $0 | $1,222,311 | $0 | $65,146 | $4,434,204 | | | 2023 | $661,615 | $0 | $2,393,957 | $0 | $1,237,221 | $371,034 | $74,183 | $4,738,010 | | Christopher J. Littlefield President, Retirement Income Solutions | 2025 | $680,385 | $1,000,000 | $2,496,511 | $0 | $1,415,200 | $170,427 | $121,220 | $5,883,743 | | | 2024 | $665,385 | $0 | $2,394,470 | $0 | $1,313,469 | $129,167 | $121,790 | $4,624,281 | | | 2023 | | | | | | | | |

  82. Summary compensation table

    1 Includes 2025 salary deferred into the qualified 401(k) Plan, Excess Plan and NQDC Plan, as shown below (information on deferrals for 2024 was included in last year’s proxy statement):

  83. Summary compensation table

    | Named Executive Officer | 401(k) employee contribution | Excess/NQDC plan employee contributions | Total employee contributions | | Houston | $27,808 | $63,292 | $91,100 | | Strable-Soethout | $51,823a | $99,077 | $150,900 | | Pitz | $7,754 | $39,908 | $47,662 | | Bhatia | $48,818a | $106,058 | $154,876 | | Friedrich | $44,708a | $69,977 | $114,685 | | Littlefield | $19,869a | $54,431 | $74,300 |

  84. Summary compensation table

    a In addition to 401(k) salary deferrals, Mses. Strable-Soethout and Friedrich and Messrs. Littlefield and Bhatia made voluntary after-tax contributions. Amounts represent the grant-date fair value of Option awards granted in 2023, 2024, and 2025 under the ICP. Values in respect of Options, PSUs and RSUs were determined in accordance with Topic 718, and the methodology made in calculating them can be found in Note 22 of the Notes to the Consolidated Financial Statements in Item 8 of our 2025 Form 10-K.

  85. Summary compensation table

    | 58 | 2026 Proxy Statement | |

  86. Summary compensation table

    PSUs will be earned and paid in shares of Common Stock only if performance requirements are met or exceeded. The PSUs are eligible for dividend equivalents, and the dividend equivalents are subject to the same performance requirements as the corresponding PSUs and are only earned if the performance measures are met or exceeded. The maximum payout for the 2023, 2024, and 2025 PSUs is 180% of the target number of PSUs. If the PSUs granted in 2025 are earned at the maximum payout, the grant date value of such PSUs would be increased by the amount shown in the following table. The table below shows the maximum payouts for the 2025 Performance Awards included in this column of the “Summary Compensation Table.”

  87. Summary compensation table

    | Named Executive Officer | Grant date values assuming payout at maximum | | Houston | $2,374,433 | | Strable-Soethout | $4,760,032 | | Pitz | $423,848 | | Bhatia | $1,389,812 | | Friedrich | $1,377,897 | | Littlefield | $1,339,631 |

  88. Summary compensation table

    4 The amounts shown represent annual incentive compensation awards earned in 2025 and paid in 2026 and include the following amounts deferred into the qualified 401(k), Excess and NQDC Plans:

  89. Summary compensation table

    | Named Executive Officer | Employee contributions on incentive pay | | Houstona | $0 | | Strable-Soethout | $314,898 | | Pitz | $14,678 | | Bhatia | $516,204 | | Friedrich | $12,002 | | Littlefield | $150,565 |

  90. Summary compensation table

    a Mr. Houston retired in September 2025 and was not eligible for deferral. 5 The amounts accrued each year differ from the amounts accrued in prior years due to increases in age, service, and pay. The change in pension value is also highly sensitive to changes in the interest rate used to determine the present value of the payments to be made to the executive. Assumptions underlying the determination of the amount of increase in actuarial value for both qualified and non-qualified pension plans are disclosed on page 65-66. Changes in these assumptions and compensation changes will impact this value annually. There are no above-market earnings on deferred compensation. For Mses. Strable-Soethout and Friedrich, the 2024 Change in Pension Values are ($158,455) and ($54,280) respectively. For Mr. Pitz, the 2024 change in Pension Value is ($8,755). Pursuant to SEC reporting rules, a negative Change in Pension Value is reported in the Summary Compensation Table as a zero. Mr. Bhatia is not eligible for pension and non-qualified pension plans. 6 All Other Compensation for the Named Executive Officers consists of the following:

  91. Summary compensation table

    | Named Executive Officer | Perquisites & other personal benefitsa | Principal contributions to defined contribution plansb | Total | | Houston | $207,972 | $277,679 | $485,651 | | Strable-Soethout | $28,323 | $155,845 | $184,168 | | Pitz | $6,849 | $47,585 | $54,434 | | Bhatia | $11,867 | $17,625 | $29,492 | | Friedrich | $9,010 | $88,357 | $97,367 | | Littlefield | $1,589 | $119,631 | $121,220 |

  92. Summary compensation table

    | | 2026 Proxy Statement | 59 |

  93. Summary compensation table

    Represents the incremental aggregate cost to Principal for all perquisites provided during the year, including the value of an annual physical examination, business spousal travel, and gifts given to all sales conference attendees. Mr. Houston’s information includes $121,166 associated with his use of the Company’s corporate aircraft for limited personal travel, representing the operating cost to the Company. In addition, we have included director fees for Mr. Bhatia for serving on the boards of certain international affiliates. b The amounts shown below are the Company’s matching contributions to the 401(k) Plan and the Excess Plan. The Excess Plan’s matching contributions are also included in the Company’s contributions in the Non-Qualified Deferred Compensation table on page 66.

  94. Summary compensation table

    | Named executive officer | 401(k) matching contribution made by principal | Excess plan matching contribution made by principal | Total | | Houston | $17,625 | $260,054 | $277,679 | | Strable-Soethout | $17,625 | $138,220 | $155,845 | | Pitz | $17,625 | $29,960 | $47,585 | | Bhatia | $17,625 | $0 | $17,625 | | Friedrich | $17,625 | $70,732 | $88,357 | | Littlefield | $17,625 | $102,006 | $119,631 |

  95. Summary compensation table

    7 Sum of the total dollar value of the other columns in this table. 8 Mr. Bhatia’s Non equity incentive plan compensation includes a long-term co-investment award of $1,900,000 approved by the Human Resources Committee in February 2026 for performance in 2025 as outlined on page 53.

  96. Grants of plan-based awards for fiscal year end December 31, 2025

    Grants of plan-based awards for fiscal year end December 31, 2025

  97. Grants of plan-based awards for fiscal year end December 31, 2025

    | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards3 | | | All other stock awards: number of shares of stock | Other option awards: number of securities underlying options4 | Exercise price or base price of option awards ($/Sh)5 | Grant date fair value of stock and option awards6 | | Name | Grant date1 | Threshold | Target | Maximum2 | Threshold | Target | Maximum | | | | | | Houston | | $0 | $2,966,827 | $8,900,480 | | | | | | | | | | 02/24/2025 | | | | 6,975 | 34,873 | 62,771 | | | | $3,152,950 | | | 02/24/2025 | | | | | | | 14,945 | | | $1,271,969 | | Strable-Soethout | | $0 | $2,972,308 | $8,916,924 | | | | | | | | | | 02/24/2025 | | | | 13,982 | 69,910 | 125,838 | | | | $6,320,728 | | | 02/24/2025 | | | | | | | 29,961 | | | $2,549,981 | | Pitz | | $0 | $773,212 | $2,319,635 | | | | | | | | | | 02/24/2025 | | | | 1,245 | 6,225 | 11,205 | | | | $562,817 | | | 02/24/2025 | | | | | | | 2,668 | | | $227,073 | | Bhatia | | $0 | $2,481,750 | $7,445,251 | | | | | | | | | | | $0 | $2,000,0007 | $3,000,000 | | | | | | | | | | 02/24/2025 | | | | 4,082 | 20,412 | 36,742 | | | | $1,845,497 | | | 02/24/2025 | | | | | | | | 8,748 | | $744,542 | | Friedrich | | $0 | $1,399,538 | $4,198,615 | | | | | | | | | | 02/24/2025 | | | | 4,047 | 20,237 | 36,427 | | | | $1,829,675 | | | 02/24/2025 | | | | | | | | 8,673 | | $738,159 |

  98. Grants of plan-based awards for fiscal year end December 31, 2025

    | 60 | 2026 Proxy Statement | |

  99. Grants of plan-based awards for fiscal year end December 31, 2025

    | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards3 | | | All other stock awards: number of shares of stock | Other option awards: number of securities underlying options4 | Exercise price or base price of option awards ($/Sh)5 | Grant date fair value of stock and option awards6 | | Name | Grant date1 | Threshold | Target | Maximum2 | Threshold | Target | Maximum | | | | | | Littlefield | | $0 | $1,360,769 | $4,082,307 | | | | | | | | | | 02/24/2025 | | | | 3,935 | 19,675 | 35,415 | | | | $1,778,863 | | | 02/24/2025 | | | | | | | 8,432 | | | $717,648 |

  100. Grants of plan-based awards for fiscal year end December 31, 2025

    1 The Human Resources Committee approved 2025 RSU and PSU grants for Messrs. Houston, Bhatia, Littlefield and Pitz, and Mses. Strable-Soethout and Friedrich on February 24, 2025. 2 The maximum award shown is the maximum aggregate award payable under the PrinPay Plan for the Named Executive Officers. 3 These columns reflect PSUs granted on February 24, 2025. These PSUs will vest, if at all, according to the 2025-2027 PSU performance scale outlined on page 53, subject to continued employment through the end of the performance period. The maximum payout for the 2025 PSUs is 180% of the target number of PSUs. 4 Amounts represent the grant date fair value of the award determined in accordance with Topic 718. The methodology made in calculating the aggregate fair value can be found in Note 22 of the Notes to the Consolidated Financial Statements included in Item 8 of our 2025 Form 10-K. 5 The per-share option exercise price is the closing price of the common stock on the date of grant. 6 Represents the grant date fair value of the award at target. 7 Represents the target long-term co-Investment award approved by the Human Resources Committee on February 23, 2026 for performance in 2025 as outlined on page 53.

  101. Outstanding equity awards at fiscal year end December 31, 2025

    Outstanding equity awards at fiscal year end December 31, 2025

  102. Outstanding equity awards at fiscal year end December 31, 2025

    | | Option awards | | | | | Stock awards | | | | | Name | Grant date | Number of securities underlying unexercised options exercisable1 | Number of securities underlying unexercised options unexercisable | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested2 | Market value of shares or units of stock that have not vested | Equity incentive plan awards number of unearned shares, units, or other rights that have not vested3 | Equity incentive plan awards, market or payout value of unearned shares, units or other rights that have not vested4 | | Houston | 02/26/2018 | 227,275 | 0 | $63.98 | 02/26/2028 | | | | | | | 02/24/2020 | 133,990 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 272,815 | 0 | $58.68 | 03/05/2031 | | | | | | | 02/27/2023 | | | | | 35,549 | $3,135.743 | 68,846 | $6,072,906 | | | 02/26/2024 | | | | | 40,935 | $3,610,868 | 95,514 | $8,425,327 | | | 02/24/2025 | | | | | 15,505 | $1,367,687 | 36,179 | $3,191,392 | | Strable- Soethout | 02/27/2017 | 50,475 | 0 | $62.78 | 02/27/2027 | | | | | | | 02/26/2018 | 55,140 | 0 | $63.98 | 02/26/2028 | | | | | | | 02/25/2019 | 81,880 | 0 | $53.09 | 02/25/2029 | | | | | | | 02/24/2020 | 92,000 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 64,330 | 0 | $58.68 | 03/05/2031 | | | | | | | 02/27/2023 | | | | | 12,332 | $1,087,785 | 23,883 | $2,106,719 | | | 02/26/2024 | | | | | 15,388 | $1,357,392 | 35,906 | $3,167,280 | | | 02/24/2025 | | | | | 31,083 | $2,741,872 | 72,529 | $6,397,792 |

  103. Outstanding equity awards at fiscal year end December 31, 2025

    | | 2026 Proxy Statement | 61 |

  104. Outstanding equity awards at fiscal year end December 31, 2025

    | | Option awards | | | | | Stock awards | | | | | Name | Grant date | Number of securities underlying unexercised options exercisable1 | Number of securities underlying unexercised options unexercisable | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested2 | Market value of shares or units of stock that have not vested | Equity incentive plan awards number of unearned shares, units, or other rights that have not vested3 | Equity incentive plan awards, market or payout value of unearned shares, units or other rights that have not vested4 | | Pitz | 02/27/2023 | | | | | 1,975 | $174,202 | 3,825 | $337,403 | | | 02/26/2024 | | | | | 2,534 | $223,547 | 5,914 | $521,673 | | | 08/20/2024 | | | | | 5,475 | $482,948 | | | | | 02/24/2025 | | | | | 2,768 | $244,161 | 6,458 | $569,679 | | Bhatia | 02/27/2023 | | | | | 7,406 | $653,259 | 14,342 | $1,265,108 | | | 02/26/2024 | | | | | 9,984 | $880,732 | 23,296 | $2,054,946 | | | 02/24/2025 | | | | | 9,076 | $800,571 | 21,177 | $1,867,998 | | Friedrich | 02/26/2018 | 35,680 | 0 | $63.98 | 02/26/2028 | | | | | | | 02/25/2019 | 64,750 | 0 | $53.09 | 02/25/2029 | | | | | | | 02/24/2020 | 73,260 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 45,265 | 0 | $58.68 | 03/05/2031 | | | | | | | 02/27/2023 | | | | | 8,808 | $776,947 | 17,059 | $1,504,774 | | | 02/26/2024 | | | | | 9,702 | $855,809 | 22,638 | $1,996,856 | | | 02/24/2025 | | | | | 8,998 | $793,707 | 20,995 | $1,851,983 | | Littlefield | 02/24/2020 | 51,285 | 0 | $51.73 | 02/24/2030 | | | | | | | 03/05/2021 | 31,550 | 0 | $58.68 | 03/05/2031 | | | | | | | 02/27/2023 | | | | | 8,558 | $754,877 | 16,574 | $1,461,993 | | | 02/26/2024 | | | | | 9,434 | $832,213 | 22,013 | $1,941,799 | | | 02/24/2025 | | | | | 8,748 | $771,652 | 20,412 | $1,800,552 |

  105. Outstanding equity awards at fiscal year end December 31, 2025

    1 All options vest in three equal installments on the first, second, and third anniversaries of the grant date. Each of these options is also subject to accelerated vesting in certain events, such as the Named Executive Officer’s death, disability, or retirement (awards granted prior to January 1, 2016), or upon the occurrence of a Change of Control. 2 All RSUs vest on the third anniversary of the grant date. 3 The PSUs granted in 2023 have a three-year performance period and are subject to continued performance through December 31, 2025. The PSUs granted in 2024 have a three-year performance period and are subject to continued performance through December 31, 2026. The PSUs granted in 2025 have a three-year performance period and are subject to continued performance through December 31, 2027. They will pay out based on performance against certain Non-GAAP ROE and Operating Margin targets with an RTSR modifier, but only if either the Non-GAAP ROE or pre-tax operating income threshold performance measure is met as approved by the Human Resources Committee. 4 Assumes a stock price of $77.41 per share, the closing price of a share of common stock on the last trading day of the year, December 31, 2025, reported for the Nasdaq. Named Executive Officers may defer PSUs that are earned and would otherwise be paid shortly after the performance period. Annual cash incentive awards, as shown in the Non-Equity Incentive Compensation column of the Summary Compensation Table, may also be deferred into the Excess and NQDC Plans.

  106. Outstanding equity awards at fiscal year end December 31, 2025

    | 62 | 2026 Proxy Statement | |

  107. Option exercises and stock vested

    Option exercises and stock vested The following table provides information concerning the exercise of stock options and the vesting of RSUs and PSUs during 2025 for each Named Executive Officer on an aggregated basis.

  108. Option exercises and stock vested

    | Name | Option awards number of shares acquired on exercise | Value realized on exercise1 | Stock awards number of shares acquired on vesting | Value realized on vesting2 | | Houston | 0 | | 108,424 | $9,905,361 | | Strable-Soethout | 89,820 | $4,161,825 | 34,508 | $3,159,765 | | Pitz | 0 | | 5,592 | $511,873 | | Bhatia | 0 | | 23,616 | $2,155,117 | | Friedrich | 0 | | 26,061 | $2,382,737 | | Littlefield | 0 | | 25,407 | $2,322,734 |

  109. Option exercises and stock vested

    1 Represents the difference between the market price of the underlying shares of common stock on the date of exercise and the exercise price of the exercised option. 2 Represents the market value of PSUs granted in 2023 that settled on February 23, 2026, at $92.69 upon Committee approval of the final performance modifier of 83% and the market value of RSUs granted in 2022 that vested on February 28, 2025 at $89.04.

  110. Legacy pension benefits (accruals ceased December 31, 2022)

    Legacy pension benefits (accruals ceased December 31, 2022) For Named Executive Officers who entered the Pension Plan Prior to January 1, 2002, on the portion of their benefit accrued through December 31, 2022, they will receive the greater of the benefit provided under the Traditional Benefit Formula (disclosed below) or the previous Cash Balance Formula. Effective January 1, 2023, any additional benefits earned will be determined according to the Cash Balance Formula shown in the beginning of this section. When paid, the Named Executive Officer’s total benefit will be determined based on the greater of the legacy Traditional Pension or the previous Cash Balance Benefit (for their benefit accrued before 2023), plus the Cash Balance Benefit earned on or after January 1, 2023. The legacy Traditional Pension Formula is 35% of Average Compensation below the Integration Level1 plus 55% of Average Compensation above the Integration Level.

  111. Pension benefits

    Pension benefits

  112. Pension benefits

    | Named Executive Officer | Plan name | Number of years credited service1 | Present value of accumulated benefit at normal retirement age2 | Payments during last fiscal year | | Houston3 | Qualified Plan | 40 | $1,767,872 | $28,276 | | | NQDB | | $21,223,154 | $0 | | Strable-Soethout | Qualified Plan | 35 | $982,879 | $0 | | | NQDB | | $5,711,438 | | | Pitz | Qualified Plan | 30 | $705,361 | $0 | | | NQDB | | $400,002 | | | Bhatia | Qualified Plan | 0 | $0 | $0 | | | NQDB | | $0 | | | Friedrich | Qualified Plan | 25 | $726,099 | $0 | | | NQDB | | $2,592,988 | | | Littlefield | Qualified Plan | 5 | $115,583 | $0 | | | NQDB | | $433,063 | |

  113. Pension benefits

    1 As of December 31, 2025. 2 Benefit calculations have been made using the following assumptions: • Discount rate (for Traditional Benefits paid as an annuity and all cash balance benefits): 5.50% for December 31, 2024, and 5.40% for December 31, 2025. • Cost of Living 1.6875% for December 31, 2024 and December 31, 2025. • Mortality: PRI-12 White Collar for December 31, 2024 and December 31, 2025. • Improvement: SOA MIM2021-v4 model using historical data through 2019 (graduated from 2017) for December 31, 2024 and December 31, 2025. Convergence: 11-year convergence to SSA Trustees Report 2024 Intermediate (Alternative II) scenario with no special COVID impacts for December 31, 2024 and 12-year convergence to SSA Trustees Report 2025 Intermediate (Alternative II) scenario with no special COVID impacts for December 31, 2025.

  114. Pension benefits

    | | 2026 Proxy Statement | 65 |

  115. Pension benefits

    Traditional benefits under the qualified DB Plan must be paid as an annuity. Under the NQDB Plan, Named Executive Officers may elect whether benefits will be paid as an annuity or in a single sum payment. Mss. Strable-Soethout (traditional earned prior to 2023), Friedrich, and Mr. Pitz (traditional earned prior to 2023) have elected their NQDB benefit to be paid as an annuity. • Lump Sum Basis Discount Rate (for Traditional Benefit): for those Named Executive Officers who have elected to receive their traditional NQDB benefits in a single lump sum payment (Mr. Houston), the present value of their Traditional NQDB benefits has been determined using a discount rate as follows: For December 31, 2024, 8.40%. For December 31, 2025, 8.65%. • Mr. Littlefield has elected his Cash Balance benefit to be paid in a single lump sum. Ms. Strable-Soethout and Mr. Pitz have elected their Cash Balance benefit earned after 2022 to be paid in a single lump sum. • Lump Sum Mortality: For December 31, 2024, and December 31, 2025, IRS 417(e)(3) mortality at decrement. • Retirement age of 65 for all participants; and • Cash balance interest for participants crediting rate of 5.0% for December 31, 2024, and December 31, 2025, if hired before July 1, 2019. If hired on or after July 1, 2019, the plan provides a fixed 4% interest credit. 3 Mr. Houston retired September 2025. Monthly annuity payments began under qualified plan October 2025 and payments during the fiscal year represent the sum of the three payments made during 2025. NQDB payments are delayed six months due to his status as a specified employee as required by Internal Revenue Code 409A. Payment will be made as lump sum at the end of the six-month period.

  116. Non-qualified deferred compensation (excess and NQDC plans)

    Non-qualified deferred compensation (excess and NQDC plans)

  117. Non-qualified deferred compensation (excess and NQDC plans)

    | Named Executive Officer | Named executive contributions in last fiscal year1 | Principal contributions in last fiscal year2 | Aggregate earnings in last fiscal year | Aggregate withdrawals/ distributions | Aggregate balance at last fiscal year end4 | | Houston | $370,239 | $260,054 | $1,553,659 | $05 | $15,296,263 | | Strable-Soethout | $581,072 | $138,220 | $930,215 | $0 | $10,146,054 | | Pitz | $39,908 | $29,960 | $90,142 | $0 | $802,243 | | Bhatia3 | $970,343 | $0 | $739,496 | $0 | $4,381,224 | | Friedrich | $69,977 | $70,732 | $143,995 | $0 | $1,193,053 | | Littlefield | $159,508 | $102,006 | $226,762 | $0 | $1,402,191 |

  118. Non-qualified deferred compensation (excess and NQDC plans)

    1 The amounts shown as “Named Executive Contributions” have either been included in the Salary column of the Summary Compensation Table on page 58 or represent annual incentive payment deferrals earned in 2024 and credited to the Named Executive Officers’ accounts during 2025. 2 The amounts shown as “Principal Contributions” are included in the “All Other Compensation Column” of the Summary Compensation table on page 58. 3 Mr. Bhatia is eligible for the NQDC Plan. All other NEOs are eligible for the Excess Plan. 4 The end of year 2025 aggregate balances include the following deferrals and matching contributions from years prior to 2024: Mr. Houston retired September 2025. Non-qualified Excess Plan payments are delayed six months due to his status as a specified employee as required by Internal Revenue Code 409A. Payment will be made as a lump sum at the end of the six-month period.

  119. Non-qualified deferred compensation (excess and NQDC plans)

    | 66 | 2026 Proxy Statement | |

  120. Non-qualified deferred compensation (excess and NQDC plans)

    | Named Executive Officer | Employee deferral prior to 1/1/2025 | Principal match prior to 1/1/2025 | Total | | Houston | $3,861,164 | $2,654,201 | $6,815,365 | | Strable-Soethout | $4,654,453 | $987,389 | $5,641,842 | | Pitz1 | $264,227 | $113,093 | $377,320 | | Bhatia | $2,265,916 | $0 | $2,265,916 | | Friedrich | $390,884 | $257,343 | $648,227 | | Littlefield | $455,595 | $267,640 | $723,235 |

  121. Non-qualified deferred compensation (excess and NQDC plans)

    1 Due to the transition of administrative services occurring in 2013, an assumption on Mr. Pitz’s deferral and company contribution for the period prior to 1/1/2014 was necessary. Specifically, Mr. Pitz’s gross contribution to the Excess Plan for 2013 was $35,870. Using the relevant plan provisions, the breakout between deferral and company contributions was approximated and the respective amounts included in the totals ($20,497 employee deferral and $15,373 match for 2013).

  122. Qualified 401(k) plan, excess plan and NQDC plan

    | Investment option | 1 Year rate of return (12/31/2025) | | Principal Short-Term Income Fund (Institutional) | 5.52% | | Principal Government Money Market Fund (R6) | 4.18% | | Principal Finisterre Emerging Markets Total Return Bond Fund (Institutional) | 16.04% | | Principal Diversified Income Fund (R6) | 6.49% | | Principal High Yield Fund (R6) | 7.13% | | Principal Bond Market Index Fund (Institutional) | 7.02% | | Principal Core Fixed Income Fund (R6) | 7.13% | | Principal Government & High Quality Bond Fund (Institutional) | 7.94% | | Principal Inflation Protection Fund (Institutional) | 6.64% | | Principal Core Plus Fund (Institutional) | 7.45% | | Principal Diversified Real Asset Fund (R6) | 14.71% | | Principal SAM Conservative Balanced Fund (Institutional) | 11.62% | | Principal SAM Balanced Portfolio (Institutional) | 13.88% | | Principal SAM Conservative Growth Portfolio (Institutional) | 15.44% | | Principal LifeTime Hybrid Income Fund (R6) | 11.26% | | Principal LifeTime Strategic Income Fund (Institutional) | 10.47% | | Principal LifeTime 2015 Fund (Institutional) | 10.59% | | Principal LifeTime Hybrid 2015 Fund (R6) | 11.24% | | Principal LifeTime 2020 Fund (Institutional) | 11.31% | | Principal LifeTime Hybrid 2020 Fund (R6) | 12.13% | | Principal LifeTime 2025 Fund (Institutional) | 12.14% | | Principal LifeTime Hybrid 2025 Fund (R6) | 13.15% | | Principal LifeTime 2030 Fund (Institutional) | 13.23% | | Principal LifeTime Hybrid 2030 Fund (R6) | 14.46% | | Principal LifeTime 2035 Fund (Institutional) | 14.24% | | Principal LifeTime Hybrid 2035 Fund (R6) | 15.66% | | Principal LifeTime 2040 Fund (Institutional) | 15.55% | | Principal LifeTime Hybrid 2040 Fund (R6) | 17.25% | | Principal LifeTime 2045 Fund (Institutional) | 16.65% | | Principal LifeTime Hybrid 2045 Fund (R6) | 18.61% | | Principal LifeTime 2050 Fund (Institutional) | 17.51% | | Principal LifeTime Hybrid 2050 Fund (R6) | 19.66% | | Principal LifeTime 2055 Fund (Institutional) | 17.77% | | Principal LifeTime Hybrid 2055 Fund (R6) | 19.94% |

  123. Severance plans

    Severance plans All of our Named Executive Officers are eligible for severance under the Company’s executive severance plan if they are terminated because of layoffs, position elimination, or similar reasons. They are not eligible for severance benefits if they take a comparable job with the Company, fail to sign a release of claims against the Company, and/or for other specified reasons. The benefits payable under the severance plan are as follows:

  124. Severance plans

    | Named Executive Officer | Lump sum severance payment calculated as follows: | | Houston | Mr. Houston retired September 2025 and would not have been eligible for severance on December 31, 2025. | | Strable-Soethout | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. | | Pitz | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. | | Bhatia | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. | | Friedrich | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. | | Littlefield | The sum of the following three components: an amount equal to one and a half times the annual base salary; an amount equal to one and a half times the average amount of the bonuses paid for the last three complete calendar years; and an amount equal to one and a half years of health benefits premiums, intended to compensate for COBRA premiums. |

  125. Severance plans

    In circumstances in which the severance plan does not apply, the Human Resources Committee would determine whether any severance benefits would be paid to Messrs. Houston, Pitz, Bhatia, and Littlefield, and Mses. Strable-Soethout and Friedrich. The following table illustrates the severance or contractual benefits that the Named Executive Officers would have received had they qualified for such benefits on December 31, 2025.

  126. Severance plans

    | Named Executive Officer | Severance | Outplacement services | COBRA reimbursement | Total | | Houston | $0 | $0 | $0 | $0 | | Strable-Soethout | $8,000,000 | $40,000 | $67,066 | $8,107,066 | | Pitz | $2,113,312 | $40,000 | $28,777 | $2,182,089 | | Bhatia | $4,549,875 | $40,000 | $45,002 | $4,634,877 | | Friedrich | $2,716,431 | $40,000 | $50,299 | $2,806,730 | | Littlefield | $2,831,746 | $40,000 | $50,299 | $2,922,045 |

  127. Severance plans

    | | 2026 Proxy Statement | 71 |

  128. Change of control employment agreements

    Change of control employment agreements We have a Change of Control Employment Agreement with each of the Named Executive Officers. These agreements provide market-based protections and do not provide excess tax gross ups. The agreements have an initial term of two years and automatically renew for successive one-year periods unless we provide a notice electing not to extend the term. If during the term of these agreements a Pre-Change of Control Event or a Change of Control occurs (each term as defined below), the term of the agreements will extend until the second anniversary of a Change of Control. These agreements provide that if payments upon termination of employment related to a Change of Control would be subjected to the excise tax imposed by Section 4999 of the Tax Code, and if reducing the amount of the payments would result in greater benefits to the Named Executive Officer (after taking into consideration the payment of all income and excise taxes that would be owed as a result of the Change of Control payments), we will reduce the Change of Control payments by the amount necessary to maximize the benefits received, determined on an after-tax basis. The benefits provided under these agreements will be available to the Named Executive Officers upon a Change of Control if their employment is terminated following or in connection with a Pre-Change of Control Event, or if any third party ends or adversely changes the terms and conditions of their employment. For a termination or change in employment prior to a Change of Control, such termination or change in employment is deemed to have occurred immediately following the date on which a Change of Control occurs, rather than at the time the termination or change in employment actually occurs. Under these agreements, a Pre-Change of Control Event means: • An offer that would result in a third party owning 40% or more of the Company’s voting securities; • A proxy solicitation or contest for the election of one or more members of the Company’s Board; or • An agreement that would result in a Change of Control. Under these agreements, a Change of Control means: • Any person becoming an owner of 40% or more of the Company’s Common Stock; • Directors on the Board on the date of the Agreements (or those thereafter nominated for election, or elected to replace such Directors by certain incumbent Directors) are no longer a majority of the Board; • A merger, reorganization, consolidation, or similar transaction in which the shareholders of Principal do not continue to own more than 60% of the voting securities of the surviving corporation or its ultimate parent corporation; or • Approval by the shareholders of Principal of a sale of its assets or a plan of liquidation. These agreements also provide: • That the Named Executive Officers receive specified salary, annual incentive compensation, and benefits for two years following a Change of Control if their employment continues after the Change of Control; • That if the successor company (“Successor”) to Principal agrees to issue equity to replace the equity awards the Named Executive Officers received from Principal, the outstanding equity awards will continue or will become equity related to the common stock of the Successor. Any outstanding performance-based equity awards will be converted into time vesting restricted stock or RSUs for Principal stock (or the stock of the Successor). If the Successor does not or cannot agree to such substitution, then any such awards that are not converted will become fully vested, exercisable, and/or distributable upon the Change of Control. In addition, the Agreements and equity award agreements specify that the Committee (as made up immediately prior to the Change of Control) determines whether awards will be settled in cash; • For severance and other benefits if the employment of a Named Executive Officer is terminated without “Cause” or by the Named Executive Officer voluntarily for Good Reason. Termination without Cause or by the Named Executive Officer for Good Reason is referred to as a Qualifying Termination; and That all benefits previously accrued by Named Executive Officers under the NQDB and Excess Plans will vest and be paid in accordance with applicable plan terms.

  129. Change of control employment agreements

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  130. Change of control employment agreements

    The benefits received upon a Change of Control without termination of employment include the current vested account balance in the Excess Plan and the current vested benefit in the NQDB, according to change of control distribution elections on file for these plans. For purposes of the agreements, Good Reason means negative changes in the terms and conditions of the Named Executive Officer’s employment, consisting of: • Failure to pay base salary; • Failure to pay the annual bonus or a reduction in annual bonus opportunity; • Material adverse change in position, authority, or duties; • Material reduction in the aggregate compensation and benefits; • Relocation to any office or location more than 50 miles from where the Named Executive Officer worked immediately before the Change of Control; • Any material breach of the Change of Control Employment Agreement; • Any purported termination the Company claims is for Cause, but fails to satisfy the requirements for a Cause termination; or • The failure of the Successor to be bound by the Agreements. Cause means any one or more of the following: • Commission of certain crimes; • Misconduct or habitual neglect of duties; or • Willful or intentional breach of the Change of Control Employment Agreement. The benefits to be paid or provided under the agreements if termination occurs for Good Reason or without Cause consist of: • Lump sum severance benefits equal to two times the sum of the annual base salary and target annual bonus; • Immediate vesting of all stock options, stock appreciation rights, shares of restricted stock, PSAs, PSUs, RSUs, and deferred stock units; • A prorated annual bonus for the year of termination minus the amount paid for the bonus at the time of the Change of Control; and • The reimbursement for legal fees and other related expenses to enforce the Agreements. In addition, until the third anniversary of the date of the Named Executive Officer’s termination, he or she and his or her eligible family members will receive medical, prescription drug, dental, vision, group term life insurance, and accidental death and dismemberment coverages comparable to those received by Named Executive Officers whose employment continues. Pursuant to these agreements, the Named Executive Officers agreed that for one year following a termination of employment that results in the Named Executive Officer receiving the benefits described above, he or she will not work for a competing business, solicit employees or customers, or interfere with the relationships of the Company, its affiliates, and subsidiaries with their employees or customers.

  131. Change of control employment agreements

    | | 2026 Proxy Statement | 73 |

  132. Potential payments upon termination related to a change of control

    Potential payments upon termination related to a change of control The following table describes the potential payments upon involuntary termination without Cause or voluntary termination for Good Reason following a Change of Control. The calculations provided in the table assume: • The Change of Control and termination of employment occurred on December 31, 2025; • Per share price of the Company’s common stock was $88.21, the closing price as of December 31, 2025, the last trading day of the year.

  133. Potential payments upon termination related to a change of control

    | Named Executive Officer | Cash severance1 | Spread on previously unvested options | Value of previously unvested restricted stock & performance shares2 | Benefits continuation3 | Accelerated pension benefit4 | Total termination benefits (before taxes) | | Houston5 | $0 | $0 | $0 | $0 | $0 | $0 | | Strable-Soethout | $8,000,000 | $0 | $17,290,319 | $116,761 | $0 | $25,407,080 | | Pitz | $3,315,000 | $0 | $2,622,684 | $89,305 | $0 | $6,026,989 | | Bhatia | $6,066,500 | $0 | $7,781,777 | $109,067 | $0 | $13,957,344 | | Friedrich | $4,218,000 | $0 | $8,088,244 | $116,761 | $0 | $12,423,005 | | Littlefield | $4,101,000 | $0 | $7,862,540 | $116,761 | $0 | $12,080,301 |

  134. Potential payments upon termination related to a change of control

    1 Cash severance equals two times the sum of base salary and target annual bonus. In addition, the Named Executive Officers would be entitled to a pro rata bonus for the year of termination. 2 Equals the full value of unvested restricted shares and unearned performance shares as of December 31, 2025, where vesting would be accelerated, at a stock price of $88.21. Performance shares granted in 2023 and 2024 are valued at target, based on Company performance to date as of December 31, 2025. 3 Includes the estimated cost of continued medical, dental, vision, and life insurance coverage for three years after the Named Executive Officer’s termination and outplacement services. 4 Represents the lump sum present value of the accelerated vesting of unvested retirement benefits. All of the Named Executive Officers are fully vested in their pension benefit. 5 Mr. Houston retired on September 2025 and would not have been eligible for payment related to a change of control as of December 31, 2025.

  135. 2025 CEO pay ratio

    2025 CEO pay ratio In determining the median employee, we reviewed the base salary and bonus payments for all of the Company’s employees based in the U.S., Chile, Hong Kong, India, Mexico, and the Philippines as of December 31, 2025, other than our CEO. All compensation was converted to U.S. dollars, using the relevant exchange rate for any compensation paid in other currencies. This process resulted in the identification of an employee whose base salary and bonus reflected our compensation practices for a representative employee. This employee works in the U.S. We calculated the median employee and CEO’s annual total compensation in accordance with Item 4.02 of Regulation S-K and then added the value of medical benefits and welfare benefits. Adding the value of these benefits to our CEO’s total compensation resulted in a total of $13,638,611.82, which differs from her Total Compensation reported in the Summary Compensation Table due to the inclusion of these benefits. The median employee’s annual total compensation was $87,867.76. Based on this information, for 2025, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 155:1.

  136. 2025 CEO pay ratio

    | 74 | 2026 Proxy Statement | |

  137. Pay versus performance table

    Pay versus performance table The information below is provided pursuant to the SEC pay versus performance disclosure requirements set forth in Item 402(v) of SEC Regulation S-K, which requires companies to disclose certain information about the relationship between performance and the compensation of Named Executive Officers.

  138. Pay versus performance table

    | | Summary compensation table total for PEO 11 | | Summary compensation table total for PEO 22 | Compensation actually paid to PEO 22,4 | Average summary compensation table total for non-PEO NEOs3,4 | Average compensation actually paid to non-PEO NEOs3,4 | Value of initial fixed $100 investment based on: | | | Non-GAAP operating earnings (in millions)6 | | Year | | Compensation actually paid to PEO11,4 | | | | | Total shareholder return | Peer group total shareholder return5 | Net income (in millions)6 | | | 2025 | $11,321,031 | $13,186,985 | $13,827,887 | $15,267,075 | $5,264,135 | $6,038,261 | $212.98 | $203.47 | $1,255.50 | $1,865.50 | | 2024 | $16,438,184 | $14,201,915 | | | $4,519,834 | $4,208,952 | $170.59 | $173.90 | $1,597.90 | $1,640.50 | | 2023 | $15,118,828 | $12,277,460 | | | $5,445,220 | $4,620,616 | $167.46 | $141.43 | $670.10 | $1,602.80 | | 2022 | $13,804,149 | $22,337,042 | | | $4,697,081 | $6,610,684 | $172.34 | $128.51 | $4,852.20 | $1,700.90 | | 2021 | $17,566,163 | $30,384,681 | | | $5,217,527 | $7,526,148 | $143.50 | $136.28 | $1,757.40 | $1,847.60 |

  139. Pay versus performance table

    1 Daniel J. Houston served as Chief Executive Officer until January 7, 2025 and in all prior years. 2 Deanna D. Strable-Soethout was our Chief Executive Officer beginning January 7, 2025. 3 During 2025, our non-PEO-NEOs consisted of Kamal Bhatia, Amy C. Friedrich, Christopher J. Littlefield, and Joel M. Pitz. During 2024, our non-PEO-NEOs consisted of Deanna D. Strable-Soethout, Kamal Bhatia, Amy C. Friedrich, Christopher J. Littlefield, and Joel M. Pitz. During 2023, our non-PEO NEOs consisted of Deanna D. Strable-Soethout, Patrick G. Halter, Amy C. Friedrich, and Vivek Agrawal. During 2022, our non-PEO NEOs consisted of Deanna D. Strable-Soethout, Patrick G. Halter, Amy C. Friedrich, and Natalie Lamarque. During 2021, our non-PEO NEOs consisted of Deanna D. Strable-Soethout, Patrick G. Halter, Amy C. Friedrich and Renee Schaff. 4 Adjustments were as follows:

  140. Pay versus performance table

    | | 2025 | | | | Adjustments to determine “compensation actually paid” for PEO and non-PEO NEOs | PEO 1 | PEO 2 | NEOs | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | $2,533,807 | $691,042 | $180,843 | | Increase for “Service Cost” for Pension Plans | $444,189 | $267,653 | $102,847 | | Increase for “Prior Service Cost” for Pension Plans | $0 | $0 | $0 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | $4,424,919 | $8,870,708 | $2,111,069 | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | $0 | $0 | $0 | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-end | $4,544,473 | $9,110,381 | $2,168,106 | | Increase for Fair Value of Awards Granted during year that Vest during year | $0 | $0 | $0 | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $1,769,311 | $655,102 | $354,240 | | Increase/deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $913,293 | $284,278 | $169,429 | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | $0 | $0 | $0 | | Increase based upon Incremental Fair Value of Awards Modified during year | $0 | $0 | $0 | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | $1,153,414 | $683,524 | $271,416 | | Total Adjustments | $1,865,954 | $1,439,188 | $774,126 |

  141. Pay versus performance table

    | | 2026 Proxy Statement | 75 |

  142. Pay versus performance table

    Peer Group used is the S&P 500 Financials Index. 6 In 2023, Principal adopted new accounting guidance that required us to recast 2021 and 2022 financial results. Amounts shown were used to determine executive compensation based on accounting policies during the period. Additional details of our implementation of the new accounting guidance can be found in Note 1 of the Notes to the Consolidated Financial Statements in Item 8 of our 2023 Form 10-K.

  143. Pay versus performance—tabular list of most important financial performance measures

    Pay versus performance—tabular list of most important financial performance measures

  144. Pay versus performance—tabular list of most important financial performance measures

    | Financial performance measures | | Non-GAAP Operating Earnings | | Non-GAAP Return on Equity | | Operating Margin |

  145. Pay versus performance relationship disclosure

    Pay versus performance relationship disclosure

  146. Compensation actually paid vs. total shareholder return

    Compensation actually paid vs. total shareholder return

  147. Compensation actually paid vs. total shareholder return

    | 76 | 2026 Proxy Statement | |

  148. Compensation actually paid vs. net income attributable to PFG($M)

    Compensation actually paid vs. net income attributable to PFG($M)

  149. Compensation actually paid vs. Non-GAAP operating earnings

    Compensation actually paid vs. Non-GAAP operating earnings

  150. Compensation actually paid vs. Non-GAAP operating earnings

    | | 2026 Proxy Statement | 77 |

  151. Key Compensation Practices

    Key Compensation Practices The 2026 Plan continues all governance protections from the 2021 Plan that we believe are consistent with the interests of our shareholders and sound corporate governance practices, including the following: • Administered by our independent Human Resources Committee or, with respect to awards to non-employee directors, our independent Nominating and Governance Committee. • Contains a limit on the aggregate grant date fair value of all types of equity awards granted to a non-employee director in any calendar year, together with the amount of any cash fees or retainers, to $750,000 (or, in the case of a participant serving as the Chairman of the Board who is not an employee, $1,000,000). Requires that any dividend or dividend equivalents payable on full value awards be subject to the same restrictions as the underlying shares or share equivalents, and prohibits dividend equivalents on stock options and stock appreciation rights.

  152. Shares Available for Issuance

    Shares Available for Issuance Subject to adjustment upon the occurrence of certain events described below, a maximum of 6,500,000 shares will be available for issuance under the 2026 Plan, which amount will be reduced by the number of shares subject to awards made, if any, under the Prior Plans after March 16, 2026, and before shareholder approval of the 2026 Plan. Each share subject to an award (whether a stock option, SAR or full value award) will count as one share against the pool of authorized shares Shares of our Common Stock subject to awards under the 2026 Plan, or to awards under a Prior Plan that is outstanding on the date our shareholders approve the 2026 Plan, that expire, are forfeited or cancelled, or are settled or paid in cash will, to the extent of such expiration, forfeiture, cancellation or cash settlement, become available again for future awards under the 2026 Plan. Each share that again becomes available for awards in such manner shall increase the share reserve by one share. However, shares tendered or withheld in payment of the purchase price of a stock option, shares tendered or withheld to satisfy a tax withholding obligation, shares repurchased with proceeds received by the Company from exercise of a stock option and shares subject to an SAR right that are not issued in connection with the stock settlement of the SAR may not be used again under the 2026 Plan. In the event of certain equity restructurings, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that causes a change in the per share value of the shares of common stock underlying outstanding equity awards, the Committee will make equitable adjustments with respect to the 2026 Plan and awards thereunder as it may deem appropriate, including adjustments to the aggregate number of shares that may be issued under the 2026 Plan, individual award limits and the number and kind of shares or other securities subject to outstanding awards and, if applicable, the option price or base price of outstanding awards. Similarly, in the event of any other change in corporate capitalization, which may include a merger, consolidation, any reorganization, or any partial or complete liquidation of the Company, the

  153. Vesting and Term

    Vesting and Term Each award agreement shall set forth the period until the applicable award is scheduled to vest and/or become exercisable, any period of restriction and, if applicable, any date of expiration (which shall not be more than ten years from the grant date). Awards that vest or for which the period of restriction lapses based solely on the satisfaction by the participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable grant date (during which no portion of the award may be scheduled to vest), and awards whose grant, vesting or period of restriction is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) a change of control as provided in the 2026 Plan, (ii) a termination of service due to death or disability, (iii) to a substitute award issued pursuant to the 2026 Plan that does not reduce the vesting period of the award being replaced, (iv) awards made in payment of or exchange for other compensation already earned and payable, and (v) outstanding, exercised and settled awards involving an aggregate number of shares not in excess of 5% of the 2026 Plan’s share reserve. For purposes of awards to non-employee directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s shareholders to the date of the next annual meeting of the Company’s shareholders, provided that such period lasts at least fifty (50) weeks.

  154. Dividends and Dividend Equivalents

    Dividends and Dividend Equivalents The 2026 Plan prohibits the payment of dividends or dividend equivalents on stock options and SARs. Any dividends or distributions payable with respect to shares of Common Stock that are subject to the unvested portion of a restricted stock award will be subject to the same restrictions and risk of forfeiture as the shares of Common Stock to which such dividends or distributions relate. In its discretion, the Committee may provide in a full value award or another stock-based award that the participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding shares of Common Stock, on the units or other share equivalents subject to the full value award or other stock-based award, and such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the units or other share equivalents to which such dividend equivalents relate.

  155. Stock Options and SARs

    Stock Options and SARs The Committee may grant nonqualified stock options to participants and may grant stock options qualifying as incentive stock options under the Internal Revenue Code (the “Code”) to officers and employees. All of the shares reserved under the 2026 Plan may be issued as incentive stock options and no incentive stock options may be granted after the tenth anniversary of the effective date of the 2026 Plan. The exercise price per share of Common Stock subject to either a nonqualified stock option or an incentive stock option will be not less than 100% of the fair market value, as defined in the 2026 Plan, of such share on the date of grant. Further, the Committee is not permitted to reduce the exercise price or otherwise reprice outstanding options without shareholder approval, except for adjustments in connection with a change in capitalization as described in “Shares Available for Issuance” section above. The Committee has discretion as to the terms and conditions upon which options will be exercisable, including the exercise schedule, but under no circumstances may an option have a term exceeding ten years from the date of grant. An option holder may satisfy the exercise price in cash or by exchanging shares owned by the holder, or by a combination thereof, or by any other procedure permitted by the Committee. Additionally, to the extent permitted by the Committee at or after the time of grant, an option holder may also “net exercise” an option. Pursuant to a net exercise, the option holder is not required to pay the exercise price of the portion of the option being exercised. Instead, the Company will issue to the person exercising the option the number of shares that would be issued “net” of the exercise price. This means that such person will receive

  156. Stock Options and SARs

    | 84 | 2026 Proxy Statement | |

  157. Stock Options and SARs

    the greatest number of whole shares of Common Stock having a value equal to the excess of the then fair market value of the number of shares for which the option is being exercised over the exercise price of such options. The Committee may also grant SARs to participants that can be either freestanding awards or awards that are related to a stock option in such a way that the exercise of either the SAR or the stock option will cause the cancellation of the other award. The terms and conditions applicable with respect to any grant of a SAR will be substantially the same as applies to the grant of a stock option. This means that the vesting of a SAR, and the time that a recipient of a SAR will have to exercise the SAR after termination of his or her service to the Company or a subsidiary, will be substantially the same as applies to a stock option.

  158. Restricted Stock or Restricted Stock Units

    Restricted Stock or Restricted Stock Units The Committee also has the right to grant awards of restricted stock to participants at such times and for such number of shares of Common Stock and subject to such terms and conditions of such awards as the Committee shall determine. The Committee may elect to grant any participant restricted stock units, which are contractual rights to receive shares of Common Stock or cash in an amount equal to the value of a specified number of shares of Common Stock in the future after the satisfaction of specified vesting conditions, and is the economic equivalent of an award of restricted stock. Any such award of restricted stock units shall be made on substantially the same terms as an award of restricted stock. The Committee will determine the terms and conditions applicable to a grant of restricted shares or restricted stock units. Shares of restricted stock may not be sold, assigned, transferred, pledged, or otherwise encumbered until the restrictions have lapsed. Subject to the forfeiture and transfer restrictions applicable to the award, a participant will have all of the rights of a shareholder in respect of any award of restricted stock, including the right to vote such shares and receive dividends thereon and other distributions.

  159. Performance-Based Awards

    Performance-Based Awards The Committee may grant any of the foregoing types of awards subject to performance-based vesting conditions and other restrictions. In connection with any performance-based award, the Committee will establish one or more performance criteria that must be attained, and the performance period over which the specified performance criteria is to be attained as a condition to the grant, vesting, exercisability, lapse of the period of restrictions and/or settlement of such award. The duration of performance periods may differ from each other and there may be more than one performance period in existence at any one time as to any participant or all or any class of participants. Performance measures may include stock price, operating earnings, net income (before or after taxes), operating income (before or after taxes), operating margin, gross margin, net earnings, return on equity, income, market share, combined ratio, level of expenses, growth in revenue, earnings before interest, taxes, depreciation and amortization, earnings before interest and taxes, cash flow (including operating cash flow and free cash flow), cash flow per share (before or after dividends), earnings per share, book value per share, net revenue, return on revenue, return on invested capital, return on assets, cash flow return on investment, cash flow return on capital, economic value added, assets under management, improvements in or attainment of working capital levels, debt ratio, and such other criteria as may be determined by the Committee. When establishing or adjusting performance criteria for a performance period, the Committee may exclude certain unusual or infrequent items including, without

  160. Change of Control

    Change of Control The 2026 Plan provides a default “double trigger” treatment of equity awards in the event of a “change of control” in which the awards are assumed or replaced. Accordingly, (i) there will be no acceleration of the vesting, or lapsing of restrictions, of any options, SARs, restricted stock, restricted stock units, or other stock based awards, whether time- or performance-based, and (ii) there will be no payment made in respect of such awards by reason of the change of control if the Committee determines that each of the following conditions are satisfied: • such awards will be honored or assumed by the participant’s new employer or one of its affiliated companies; • the honored or assumed awards will have substantially equivalent economic value, at the time of the change in control, to the awards in respect of Common Stock provided that, if determined by the Committee, performance share and performance unit awards may be converted into awards that vest and become payable solely upon the continued performance of services and in respect of the amount or number of shares that would have been payable based upon performance through the date of the change in control or other measure of performance specified in the participant’s applicable award agreement; • the honored or assumed awards will relate to securities that are publicly traded on an established United States securities market; • the terms and conditions (such as vesting and exercisability) of the honored or assumed awards are at least equal to or better than the terms of the awards related to Common Stock; and • the honored or assumed awards must provide that, upon the involuntary termination or certain specified types of constructive termination of the award recipient’s employment, the awards will be deemed vested or exercisable, as the case may be. However, if the awards are not assumed or replaced, then each option and SAR and each award of restricted stock, each restricted stock unit grant and each other stock based award will be treated as fully vested and will no longer be subject to forfeiture and transfer restrictions, which vesting, in the case of performance-based awards, will be at the level of performance specified in the award agreement. The Committee may, in its discretion, provide that in connection with a change of control each option and SAR will be cancelled in exchange for an amount equal to the excess, if any, of the price paid in the change of control transaction over the exercise price or base value of such award. For purposes of the 2026 Plan, “change of control” includes any one or more of the following events: • an acquisition of 40% or more of shares of Common Stock by a person other than the Company, its subsidiaries or its employee benefit plans; a change in the composition of the Board such that the directors then serving who were members of the Board as of the date two years prior to such change (incumbent directors) cease for any reason to constitute at least a majority of the Board, provided that, for this purpose, any subsequently appointed or elected member of the Board whose election or nomination

  161. Change of Control

    | 86 | 2026 Proxy Statement | |

  162. Change of Control

    for election was not in connection with a proxy contest or reorganization transaction and was approved by a vote or written consent of at least a majority of the incumbent directors shall be counted as an incumbent director; • the consummation of a merger, reorganization, consolidation or similar transaction or a transaction immediately following which the shareholders of the Company continue to own more than 60% of the voting securities of the surviving corporation or its ultimate parent corporation; or • the consummation of a plan or agreement that has been approved by the shareholders of the Company for the sale or other disposition of all or substantially all of its consolidated assets or a plan of liquidation.

  163. Equity Compensation Plan Information

    Equity Compensation Plan Information In general, we have two compensation plans under which our equity securities are authorized for issuance to employees or directors (not including our tax qualified pension plans): the Principal Financial Group, Inc. 2021 Stock Incentive Plan and the Principal Financial Group, Inc. Employee Stock Purchase Plan. The following table shows the number of shares of common stock issuable upon exercise of options outstanding as of December 31, 2025, the weighted average exercise price of those options and the number of shares of common stock remaining available for future issuance as of December 31, 2025, excluding shares issuable upon exercise of outstanding options.

  164. Equity Compensation Plan Information

    | 88 | 2026 Proxy Statement | |

  165. Equity Compensation Plan Information

    | | (a) | (b) | (c) | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by our shareholders1 | 6,186,9492 | $56.763 | 21,204,4244 | | Equity compensation plans not approved by our shareholders | | N/A | |

  166. Equity Compensation Plan Information

    1 The Principal Financial Group, Inc. Employee Stock Purchase Plan, the Principal Financial Group, Inc. Stock Incentive Plan and the Principal Financial Group, Inc. Directors Stock Plan were each approved by our sole stockholder, Principal Mutual Holding Company, prior to our initial public offering of common stock on October 22, 2001. Subsequently, the Principal Financial Group, Inc. 2005 Stock Incentive Plan and the Principal Financial Group, Inc. 2005 Directors Stock Plan were each approved by our stockholders on May 17, 2005. An amendment to the Principal Financial Group, Inc. Employee Stock Purchase Plan to increase the number of shares available for issuance under the plan was approved on May 19, 2009. On May 18, 2010, our shareholders approved the 2010 Stock Incentive Plan, which replaced the 2005 Stock Incentive Plan. The 2010 Stock Incentive Plan was subsequently renamed the Amended and Restated 2010 Stock Incentive Plan. On May 20, 2014, our shareholders approved the Principal Financial Group, Inc. 2014 Stock Incentive Plan and the Principal Financial Group, Inc. 2014 Directors Stock Plan. On May 19, 2020, our shareholders approved the Principal Financial Group, Inc. 2020 Directors Stock Plan. On May 18, 2021, our shareholders approved the Principal Financial Group, Inc. 2021 Stock Incentive Plan. 2 Includes 1,867,782 options outstanding under the employee stock incentive plans, 921,407 performance shares under the employee stock incentive plans, 3,156,608 restricted stock units under the employee stock incentive plans, 185,873 restricted stock units under the directors stock plans and 55,279 other stock-based awards under the director stock plans for obligations under the Deferred Compensation Plan for Non-Employee Directors of Principal Financial Group, Inc. 3 The weighted-average exercise price relates only to outstanding stock options, not to outstanding performance shares, restricted stock units or other stock-based awards. 4 This number includes 2,149,581 shares remaining for issuance under the Employee Stock Purchase Plan and 19,054,843 shares available for issuance in respect of future awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards under the 2021 Stock Incentive Plan. The Board of Directors recommends a vote FOR approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan, as described above.

  167. Equity Compensation Plan Information

    | | Recommendation The Board of Directors recommends a vote “For” the approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan. |

  168. Equity Compensation Plan Information

    | | 2026 Proxy Statement | 89 |

  169. Executive compensation benchmarking study participants

    Executive compensation benchmarking study participants

  170. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN SECTION 1. PURPOSE; EFFECTIVE DATE. (a) Purpose. The purpose of the Principal Financial Group, Inc. 2026 Stock Incentive Plan (the “Plan”) is to foster and promote the long-term financial success of the Company and its subsidiaries and materially increase shareholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company, and (c) enabling the Company to attract and retain the services of outstanding service providers upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent, through the grant of awards under the Plan to Employees, Agents and Non-Employee Directors. (b) Effective Date. The Plan shall become effective on the date it is approved by the Company’s shareholders, which shall be considered the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). No Awards shall be made under the Plan prior to its effective date. SECTION 2. DEFINITIONS (a) Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below: (1) “Agent” means each insurance agent (whether or not a statutory employee) and each other individual providing personal service to the Company or any Subsidiary who, in either case, is not an Employee. (2) “Award” means an Option, SAR, award of Restricted Stock, an award of Restricted Stock Units or an Other Stock-Based Award. (3) “Award Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. (4) “Beneficial Owner” means such term as defined in Rule 13d-3 under the Exchange Act. (5) “Board” means the Board of Directors of the Company. (6) “Cause” means, unless otherwise determined by the Committee in an Award Agreement, (i) dishonesty, fraud or misrepresentation, (ii) the Participant’s engaging in conduct that is injurious to the Company or any Subsidiary in any way, including, but not limited to, by way of damage to its reputation or standing in the industry, (iii) the Participant’s having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony; (iv) the breach by the Participant of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary or not to compete or interfere with the Company or any Subsidiary or (v) a violation by the Participant of any policy of the Company or any Subsidiary. “Change of Control” means, unless otherwise determined by the Committee in an Award Agreement, the occurrence of any one or more of the following:

  171. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | | 2026 Proxy Statement | C-1 |

  172. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    any SEC Person becomes the Beneficial Owner of 40% or more of the Common Stock or of Voting Securities representing 40% or more of the combined voting power of all Voting Securities of the Company (such an SEC Person, a “40% Owner”); or (ii) the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or (iii) consummation of a merger, reorganization, consolidation, or similar transaction (any of the foregoing, a “Reorganization Transaction”) where the SEC Persons who were the direct or indirect owners of the outstanding Common Stock and Voting Securities of the Company immediately before such Reorganization Transaction are not or do not become, immediately after the consummation of such Reorganization Transaction, the direct or indirect owners of no less than 60% of each of (i) the then-outstanding common stock of the Surviving Corporation and (ii) the combined voting power of the then-outstanding Voting Securities of the Surviving Corporation, in substantially the same respective proportions as such SEC Persons’ ownership of the Common Stock and Voting Securities of the Company immediately before such Reorganization Transaction; or (iv) approval by the Company’s shareholders and consummation of a plan or agreement for the sale or other disposition of all or substantially all of the consolidated assets of the Company or of a plan of liquidation of the Company. (8) “Change of Control Price” means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the thirty (30) trading days immediately preceding the date on which a Change of Control occurs. (9) “Code” means the Internal Revenue Code of 1986, as amended. (10) “Committee” means the Human Resources Committee of the Board or such other committee of the Board as the Board shall designate from time to time or, in the case of matters pertaining to Awards to Non-Employee Directors, the Committee shall mean the Nominating and Governance Committee of the Board. (11) “Common Stock” means the common stock of the Company, par value $0.01 per share. (12) “Company” means Principal Financial Group, Inc., a Delaware corporation, and any successor thereto. (13) “Disability” means, with respect to any Participant, long-term disability as defined under any long-term disability plan maintained by the Company or a Subsidiary in which the Participant participates. In the event of any question as to whether a Participant has a Disability, the plan administrator of the relevant long-term disability plan shall determine whether a disability exists, in accordance with such plan. (14) “Domestic Partner” means any person qualifying to be treated as a domestic partner of a Participant under the applicable policies, if any, of the Company or Subsidiary which employs the Participant. (15) “Employee” means any employee (including each officer) of the Company or any Subsidiary. (16) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (17) “Executive Officer” means any officer of the Company or any Subsidiary who is subject to the reporting requirements under Section 16(b) of the Exchange Act. “Fair Market Value” means, on any date, the price of the last trade, regular way, in the Common Stock on such date on the Nasdaq Stock Market (Nasdaq) or, if at the relevant time the Common Stock is not listed to trade on Nasdaq, on such other recognized quotation system on which the trading prices of the Common Stock are then quoted (the “applicable exchange”). In the event that (i) there are no Common Stock transactions on the applicable exchange on any relevant date, Fair Market Value for such date shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported or (ii) the applicable exchange adopts a trading policy

  173. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | C-2 | 2026 Proxy Statement | |

  174. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    permitting trades after 5 P.M. Eastern Standard Time (“EST”), Fair Market Value shall mean the last trade, regular way, reported on or before 5 P.M. EST (or such earlier or later time as the Committee may establish from time to time). (19) “Family Member” means, as to a Participant, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, mother-in-law, father-in-law, son-in-law or daughter-in-law (including adoptive relationships), or Domestic Partner of such Participant, (ii) trusts for the exclusive benefit of one or more such persons and/or the Participant and (iii) other entity owned solely by one or more such persons and/or the Participant. (20) “40% Owner” shall have the meaning ascribed thereto in the definition of Change of Control. (21) “Full Value Award” means an Award other than an Option or SAR. (22) “Incentive Stock Option” (ISO) means an option within the meaning of Section 422 of the Code. (23) “Incumbent Directors” means, as of any date, the individuals then serving as members of the Board who were also members of the Board as of the date two years prior to the date of determination; provided that any member appointed or elected as a member of the Board after such prior date, but whose election, or nomination for election, was approved by a vote or written consent of at least a majority of the directors then comprising the Incumbent Directors shall also be considered an Incumbent Director unless such person’s election, or nominated for election, to the Board was as a result of, or in connection with, a proxy contest or a Reorganization Transaction. (24) “Net Exercised” shall mean the exercise of an Option or any portion thereof by the delivery to the person exercising such Option of the greatest number of whole shares of Common Stock having a Fair Market Value on the date of exercise not in excess of the difference between the aggregate Fair Market Value of the shares of Common Stock subject to the Option (or the portion of such Option then being exercised) and the aggregate exercise price for all such shares of Common Stock under the Option (or the portion thereof then being exercised), with any fractional share that would result from such equation to be payable in cash. (25) “Non-Employee Director” means a member of the Board who is not an Employee. (26) “Nonstatutory Stock Option” (NSO) means an option which is not an Incentive Stock Option within the meaning of Section 422 of the Code. (27) “Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either (i) an “Incentive Stock Option” (ISO) within the meaning of Section 422 of the Code or (ii) an option which is not an Incentive Stock Option (a “Nonstatutory Stock Option” (NSO)). (28) “Other Stock-Based Award” means an award of, or related to, shares of Common Stock other than an Award of Options, SARs, Restricted Stock, or Restricted Stock Units, as granted by the Committee in accordance with the provisions of Section 8 hereof. (29) “Participant” means any Employee, Agent or Non-Employee Director designated by the affirmative action of the Committee (or its delegate) to participate in the Plan. (30) “Performance Criteria” means the objectives established by the Committee for a Performance Period pursuant to Section 9(b) for the purpose of determining the extent to which a performance-based Award has been earned. (31) “Performance Period” means the period selected by the Committee during which performance is measured for the purpose of determining the extent to which a performance-based Award has been earned. (32) “Period of Restriction” means the period specified by the Committee or established pursuant to the Plan during which a Restricted Stock or Restricted Stock Unit award is subject to forfeiture. (33) “Prior Plans” mean the Principal Financial Group, Inc. 2014 Stock Incentive Plan, the Principal Financial Group Inc. 2020 Director Stock Plan and the Principal Financial Group, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). “Reorganization Transaction” shall have the meaning ascribed thereto in the definition of Change of Control.

  175. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | | 2026 Proxy Statement | C-3 |

  176. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    “Restricted Stock” means an award of Stock made pursuant to Section 7 that is forfeitable by the Participant until the completion of a specified period of future service, the achievement of pre-established performance objectives and/or until otherwise determined by the Committee or in accordance with the terms of the Plan. (36) “Restricted Stock Unit” means a contractual right awarded pursuant to Section 7 that entitles the holder to receive shares of Common Stock (or the value thereof in cash or a combination of shares and cash) upon the completion of a specified period of future service or the achievement of pre-established performance objectives and/or at such other time or times determined by the Committee or in accordance with the terms of the Plan. (37) “SAR” means a stock appreciation right granted under Section 6 of the Plan in respect of one or more shares of Common Stock that entitles the holder thereof to receive, in Common Stock (unless otherwise determined by the Committee at the time of grant), an amount per share of Common Stock equal to the excess, if any, of the Fair Market Value on the date the SAR is exercised over the Fair Market Value on the date the SAR is granted. (38) “SEC Person” means any person (as such term is defined in Section 3(a)(9) of the Exchange Act) or group (as such term is used in Rule 13d-5 under the Exchange Act), other than an affiliate or any employee benefit plan (or any related trust) of the Company or any of its affiliates. (39) “Subsidiary” means (i) any corporation in which the Company owns, directly or indirectly, at least 50% of the total combined voting power of all classes of stock of such corporation, (ii) any partnership or limited liability company in which the Company owns, directly or indirectly, at least 50% of the capital interests or profits interest of such partnership or limited liability company and (iii) any other business entity in which the Company owns at least 50% of the equity interests thereof, provided that, in any such case, the Company is in effective control of such corporation, partnership, limited liability company or other entity. (40) “Surviving Corporation” means the corporation resulting from a Reorganization Transaction or, if securities representing at least 50% of the aggregate voting power of such resulting corporation are directly or indirectly owned by another corporation, such other corporation. (41) “Voting Securities” means, with respect to any corporation, securities of such corporation that are entitled to vote generally in the election of directors of such corporation. SECTION 3. POWERS OF THE COMMITTEE; GENERAL TERMS OF AWARDS (a) Power to Grant. The Committee shall determine those Employees, Agents and/or Non-Employee Directors to whom an Award shall be granted and the terms and conditions of any and all such Awards. The Committee may establish different terms and conditions for different Awards and different Participants and for the same Participant for each Award such Participant may receive, whether or not granted at different times. The Committee may amend the terms of an Award or accelerate the vesting or modify the Period of Restriction, subject to the other terms of the Plan. (b) Rules, Interpretations and Determinations. The Plan shall be administered by the Committee. The Committee shall have full authority to interpret and administer the Plan, to establish, amend, and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company, to construe the terms of any Award or any document evidencing the grant of such Award and to make all other determinations necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Unless otherwise expressly provided hereunder, any power, discretion or authority conveyed to or reserved to the Committee may be exercised by it in its sole and absolute discretion. Determinations, interpretations, or other actions made or taken by the Committee shall be final, binding, and conclusive for all purposes and upon all persons. Delegation of Authority. The Committee may delegate to the Company’s Chief Executive Officer and/or to other officer(s) of the Company the power and authority to make and/or administer Awards under the Plan with respect to individuals whose compensation is not governed by the Committee, including individuals who are (i) not members of the Company’s Executive Management Group or (ii) “officers,” as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934, as

  177. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | C-4 | 2026 Proxy Statement | |

  178. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    amended, pursuant to such conditions and limitations as the Committee may establish. Unless the Committee shall otherwise specify, any delegate shall have the authority and right to exercise (within the scope of such person’s delegated authority) all of the same powers and discretion that would otherwise be available to the Committee pursuant to the terms hereof. The Committee may also appoint agents (who may be officers or employees of the Company) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on its behalf. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid or provided for by the Company. (d) Awards to Non-Employee Directors. Notwithstanding anything to the contrary in the Plan, the Nominating and Governance Committee of the Board shall perform the duties and have the power, authority and responsibilities of the Committee with respect to Awards made to Non-Employee Directors, unless determined otherwise by the Board. (e) Restrictive Covenants and Other Conditions. Without limiting the generality of the foregoing, the Committee may condition the grant of any Award under the Plan upon the Participant to whom such Award would be granted agreeing in writing to certain conditions (such as restrictions on the ability to transfer the underlying shares of Common Stock) or covenants in favor of the Company and/or one or more Subsidiaries (including, without limitation, covenants not to compete, not to solicit employees and customers and not to disclose confidential information, that may continue in effect following the termination of the Participant’s employment or service with the Company and its Subsidiaries and after the Common Stock subject to the Award has been transferred to the Participant), including, without limitation, the requirement that the Participant disgorge any profit, gain or other benefit received in respect of the Award prior to any breach of any such covenant. (f) Vesting and Term. Each Agreement shall set forth the period until the applicable Award is scheduled to vest and/or become exercisable, any Period of Restriction and, if applicable, any date of expiration (which shall not be more than ten years from the grant date). Awards that vest or for which the Period of Restriction lapses based solely on the satisfaction by the Participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable grant date (during which no portion of the award may be scheduled to vest), and Awards whose grant, vesting or Period of Restriction is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) a Change of Control as provided in Section 10, (ii) a termination of service due to death or Disability, (iii) to a substitute award issued pursuant to Section 4(d) that does not reduce the vesting period of the award being replaced, (iv) Awards made in payment of or exchange for other compensation already earned and payable, and (v) outstanding, exercised and settled Awards involving an aggregate number of Shares not in excess of 5% of the Plan’s share reserve specified in Section 4(a). For purposes of Awards to Non-Employee Directors, a vesting period will be deemed to be one year if runs from the date of one annual meeting of the Company’s shareholders to the date of the next annual meeting of the Company’s shareholders, provided that such period lasts at least fifty (50) weeks. (g) Participants Based Outside the United States. To conform with the provisions of local laws and regulations, or with local compensation practices and policies, in foreign countries in which the Company or any of its Subsidiaries operate, but subject to the limitations set forth herein regarding the maximum number of shares issuable hereunder and the maximum award to any single Participant, the Committee may (i) modify the terms and conditions of Awards granted to Participants employed outside the United States (“Non-US Awards”), (ii) establish subplans with modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances (“Subplans”), and (iii) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan. The Committee’s decision to grant Non-US Awards or to establish Subplans is entirely voluntary, and at the complete discretion of the Committee. The Committee may amend, modify or terminate any Subplans at any time, and such amendment, modification or termination may be made without prior notice to the Participants. The Company, Subsidiaries, and members of the Committee shall not incur any liability of any kind to any Participant as a result of any change, amendment or termination of any Subplan at any time. The benefits and rights provided under any Subplan or by any Non-US Award (i) are wholly discretionary and, although provided by either the Company or a Subsidiary, do not constitute regular or periodic payments and (ii) are not to be considered part of the Participant’s salary or compensation under the Participant’s employment with the Participant’s local employer for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards,

  179. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | | 2026 Proxy Statement | C-5 |

  180. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. If a Subplan is terminated, the Committee may direct the payment of Non-US Awards (or direct the deferral of payments whose amount shall be determined) prior to the dates on which payments would otherwise have been made, and, in the Committee’s discretion, such payments may be made in a lump sum or in installments. (h) Maximum Awards to Non-Employee Directors. The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all Awards granted during any calendar year to any Non-Employee Director, together with the amount of any cash fees or retainers paid to such Non-Employee Director during such calendar year with respect to such individual’s service as a Non-Employee Director, shall not exceed $750,000 (or, in the case of a Participant serving as the Chairman of the Board who is not an employee, $1,000,000). (i) Dividends and Dividends Equivalents. No dividends, dividend equivalents or distributions will be paid with respect to shares of Common Stock subject to an Option or SAR Award. Any dividends or distributions payable with respect to shares of Common Stock that are subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the shares of Common Stock to which such dividends or distributions relate. In its discretion, the Committee may provide in an Award Agreement for a Full Value Award or an Other Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding shares of Common Stock, on the units or other share equivalents subject to the Full Value Award or Other Stock-Based Award, and such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the units or other share equivalents to which such dividend equivalents relate. The additional terms of any such dividend equivalents will be as set forth in the applicable Agreement, including the time and form of payment and whether such dividend equivalents will be credited with interest or deemed to be reinvested in additional units or share equivalents. Any shares issued or issuable during the term of this Plan as the result of the reinvestment of dividends or the deemed reinvestment of dividend equivalents in connection with an Award or a Prior Plan Award shall be counted against, and replenish upon any subsequent forfeiture, the Plan’s share reserve as provided in Section 4. SECTION 4. COMMON STOCK SUBJECT TO PLAN (a) Number. Subject to Section 4(c) below, unless the shareholders of the Company approve an increase in such number by a shareholder vote, the maximum number of shares of Common Stock that may be made issuable or distributable under the Plan is 6,500,000, which amount shall be reduced by the number of shares subject to awards made, if any, under the 2021 Plan after March 16, 2026 and before shareholder approval of the Plan, all of which may be issued as Incentive Stock Options. After the effective date of the Plan, no awards may be granted under any Prior Plan. The shares to be delivered under the Plan may consist, in whole or in part, of treasury Common Stock or authorized but unissued Common Stock, not reserved for any other purpose. In determining the number of shares of Common Stock to be counted against this share reserve in connection with any Award, the following rules shall apply: (i) Shares of Common Stock that are subject to Awards shall be counted against the share reserve as one share for every one share granted. (ii) Where the number of shares subject to an Award is variable on the grant date, the number of shares to be counted against the share reserve shall be the maximum number of shares that could be received under that particular Award, until such time as it can be determined that only a lesser number of shares could be received. (iii) Where two or more types of Awards are granted to a Participant in tandem with each other, such that the exercise of one type of Award with respect to a number of shares cancels at least an equal number of shares of the other, the number of shares to be counted against the share reserve shall be the largest number of shares that would be counted against the share reserve under either of the Awards. (iv) Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the shares authorized for grant to a Participant in any calendar year. Canceled or Terminated Awards. Any shares of Common Stock subject to an Award, or to an award granted under the

  181. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | C-6 | 2026 Proxy Statement | |

  182. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    Prior Plan that is outstanding on the effective date of this Plan (a “Prior Plan Award”), that expires, is cancelled or forfeited or is settled for cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Awards under this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished as provided below. The following shares of Common Stock shall not, however, again become available for Awards or replenish the share reserve under Section 4(a): (i) shares tendered (either actually or by attestation) by the Participant or withheld by the Company in payment of the exercise price of a stock option issued under this Plan or the Prior Plan, (ii) shares tendered (either actually or by attestation) by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an award under this Plan or the Prior Plan, (iii) shares repurchased by the Company with proceeds received from the exercise of an Option issued under this Plan or the Prior Plan, and (iv) shares subject to an SAR issued under this Plan or the Prior Plan that are not issued in connection with the stock settlement of that award upon its exercise. Each share of Common Stock that again becomes available for an Award as provided above, and for avoidance of doubt, including shares subject to Prior Plan Awards that become available for Awards under this Plan, shall correspondingly increase the share reserve under Section 4(a) by one share. (c) Adjustment Due to Change in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of shares of Common Stock or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed by the Plan with respect to the grants to individuals of certain types of Awards. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for all purposes of the Plan. No adjustment shall be made pursuant to this Section 4(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section 409A of the Code, and any applicable treasury regulations and guidance promulgated thereunder, and any successor or similar statutory provisions (“Section 409A”). (d) Assumption of Options and Other Equity-Based Awards. In the event that there is a merger, stock purchase or other transaction whereby the Company or any of its Subsidiaries acquires another business or any portion thereof, and that pursuant to the arrangements governing such acquisition, the Company agrees to provide options and/or other awards in respect of the Common Stock upon the assumption or in substitution of existing equity-based awards for other securities held by employees and other service providers of the acquired business, the shares of Common Stock subject to such assumed or substituted awards shall not be counted against the limits set forth under Section 4(a) (and no shares related to any such assumed or substituted awards shall be added to the number of awards issuable under this Plan pursuant to Section 4(b)), and none of the provisions of the Plan that would otherwise limit or constrain the ability of the Company to make such assumption or substitution (such as the provisions hereof that require the issuance of Options with an exercise price at least equal to the Fair Market Value on the date of grant) shall apply to the awards issued in substitution of the awards granted in respect of the employees and service providers of such acquired business. SECTION 5. STOCK OPTIONS Grant of Stock Options. Options may be granted to Participants in accordance with the terms of the Plan at such time or times as shall be determined by the Committee. Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonstatutory Stock Options. Except as otherwise provided herein, the Committee shall have complete discretion in determining the number of Options, if any, to be granted to a Participant, except that Incentive Stock Options may only be granted to Employees. The terms and conditions of each Option grant, including, but not limited to, the type of Option granted, the exercise price, the vesting and exercisability of the Option, the duration of the Option and the number of shares of Common Stock to which the Option pertains, shall be evidenced in writing. Each such Option grant may also contain such other terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine.

  183. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | | 2026 Proxy Statement | C-7 |

  184. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    Exercise Price. Nonstatutory Stock Options and Incentive Stock Options granted pursuant to the Plan shall have an exercise price no less than the Fair Market Value of a share of Common Stock on the date on which the Option is granted. Except in the case of an adjustment effected pursuant to Section 4(c), the Committee shall not (i) lower the exercise price of an Option after it is granted, (ii) cancel an Option when the exercise price exceeds the Fair Market Value of a share of Common Stock in exchange for case or another Award (other than in connection with a Change of Control) in accordance with Section 10), or (iii) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U. S. national securities exchange on which the shares of Common Stock are listed. (c) Vesting and Exercise of Options. The Committee shall determine the vesting and exercisability schedule applicable with respect to any Option granted hereunder. Such schedule may require a minimum period of service that must be completed before all or a portion of such Option shall become vested and/or exercisable, and may establish performance-based conditions to the vesting or exercisability of such Option which are in addition to, in lieu of, or as an alternative to any service requirement. Subject to the provisions of this Section 5, once any portion of any Option has vested it shall remain exercisable for its full term. The Committee shall determine the term of each Nonstatutory Stock Option or Incentive Stock Option granted hereunder, but, except as expressly provided below, in no event shall any such Option be exercisable for more than ten (10) years after the date on which it is granted. Without limiting the generality of the foregoing, each Option that is then exercisable in accordance with its terms shall be deemed to be exercised, in the manner set forth below, at the close of business on the scheduled expiration date of such Option so long as such exercise would result in a distribution to the holder of such Option of at least one share of Common Stock, taking into account any applicable tax withholding requirements (a “Deemed Exercise”). Upon such Deemed Exercise, the Company shall issue and deliver to the Participant the greatest number of whole shares of Stock equal to the quotient of (i) divided by (ii), with the quotient reduced as necessary to satisfy any applicable tax withholding requirements, where (i) and (ii) are: (i) the product of (x) the number of shares of Common Stock as to which the Option is being deemed exercised and (y) the excess of the Fair Market Value on the Deemed Exercise date over the exercise price per share of such Option, and (ii) the Fair Market Value on such date. with any remainder being payable in cash to the Participant. If, on the scheduled expiration date of any Option, the exercise of such Option would not result in a Deemed Exercise, then such Option shall be canceled in accordance with its terms without further action by the Participant, the Committee or the Company. (d) Payment. The Committee shall establish procedures governing the exercise of Options. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Committee have been made to assure full payment of the exercise price therefor. Without limiting the generality of the foregoing, payment of the exercise price may be made (i) in cash or its equivalent; (ii) by exchanging shares of Common Stock (which are not the subject of any pledge or other security interest) which have been owned by the person exercising the Option for at least six (6) months at the time of exercise; (iii) by any combination of the foregoing; provided that the combined value of all cash and cash equivalents paid and the Fair Market Value of any such Common Stock tendered to the Company, valued as of the date of such tender, is at least equal to such exercise price; or (iv) in accordance with any other procedure or arrangement approved by the Committee. Additionally, to the extent authorized by the Committee (whether at or after grant), Options may be Net Exercised subject to such terms and conditions as the Committee may from time to time impose. Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no Option that is intended to be an Incentive Stock Option may be granted after the tenth (10th) anniversary of the effective date of the Plan and no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of each Participant affected thereby, to disqualify any Incentive Stock Option under such Section 422. Incentive Stock Options may not be granted under the Plan to any Participant who is a 10% owner of the Company.

  185. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | C-8 | 2026 Proxy Statement | |

  186. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    SECTION 6. STOCK APPRECIATION RIGHTS (a) Grant of SARs. SARs may be granted to Participants at such time or times as shall be determined by the Committee. SARs may be granted in tandem with an Option, or may be granted on a freestanding basis, not related to any Option. The term and conditions of any SAR grant shall be evidenced in writing and shall include such provisions not inconsistent with the Plan as the Committee shall determine. (b) Terms and Conditions of SARs. Unless the Committee shall otherwise determine, the terms and conditions (including, without limitation, the exercise period of the SAR, the vesting schedule applicable thereto and the impact of any termination of service on the Participant’s rights with respect to the SAR) applicable with respect to (i) SARs granted in tandem with an Option shall be substantially identical (to the extent possible taking into account the differences related to the character of the SAR) to the terms and conditions applicable to the tandem Options and (ii) freestanding SARs shall be substantially identical (to the extent possible taking into account the differences related to the character of the SAR) to the terms and conditions that would have been applicable under Section 5 above were the grant of the SARs a grant of an Option, including, without limitation, the provisions relating to a Deemed Exercise. (c) Exercise of Tandem SARs. SARs which are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of shares and may be exercised only with respect to the shares of Common Stock for which the related Option is then exercisable. (d) Payment of SAR Amount. Upon exercise of a SAR, the holder shall be entitled to receive payment, in cash, in shares of Common Stock or in a combination thereof, as determined by the Committee, of an amount determined by multiplying: (i) the excess, if any, of the Fair Market Value of a share of Common Stock at the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant, by (ii) the number of shares of Common Stock with respect to which the SARs are then being exercised. SECTION 7. RESTRICTED STOCK AND RESTRICTED STOCK UNITS (a) Grant of Restricted Stock or Restricted Stock Units. The Committee may grant Restricted Stock or Restricted Stock Units to Participants at such times and in such amounts, and subject to such other terms and conditions not inconsistent with the Plan as it shall determine. The Committee shall determine the Period of Restriction applicable with respect to any award of Restricted Stock or Restricted Stock Units. The Committee may provide that the Period of Restriction on Restricted Stock or Restricted Stock Units shall lapse, in whole or in part, upon the achievement of performance criteria. The terms and conditions of each grant of Restricted Stock or Restricted Stock Units shall be evidenced in writing. (b) Shares Subject to Restricted Stock Awards. If Restricted Stock is evidenced by the issuance of stock certificates, the Committee shall require that such stock certificates be held in the custody of the Secretary of the Company until the Period of Restriction lapses, and that, as a condition of such Restricted Stock award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such award. If Restricted Stock is evidenced by a book-entry in the name of the Participant, the shares shall bear comparable restrictions and corresponding stop transfer instructions. Except as provided in Section 12(a), no Restricted Stock may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the lapse of the Period of Restriction. Unless otherwise determined by the Committee at the time of grant and subject to Section 3(j), Participants holding shares of Restricted Stock may exercise full voting rights and other rights as a shareholder with respect to those shares during the Period of Restriction. Restricted Stock Units. A Participant receiving a Restricted Stock Unit shall not have any rights as a shareholder prior to the actual issuance of such Common Stock (although, pursuant to Section 3(j), the Committee may authorize the payment of dividend equivalents on such rights equal to the dividends that would have been payable had the corresponding equity rights been outstanding shares of Common Stock). Notwithstanding the foregoing provisions of this Section 7(c), at the time that an award of Restricted Stock Units is made (or, if later, at such time as may be permitted under transitional relief available under Section 409A of the Code), the time at which such award shall be payable (as opposed to when it becomes

  187. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | | 2026 Proxy Statement | C-9 |

  188. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    non-forfeitable) shall either (i) satisfy the requirements for such award to be treated as a short-term deferral within the meaning of Section 409A of the Code or (ii) shall be an event or fixed date (or more than one such permissible event or date, in the alternative) which is a permissible payment event or date for deferred compensation subject to Section 409A of the Code. For purposes of subclause (ii) of the immediately preceding sentence, if an award of Restricted Stock Units fails to specify an otherwise permissible event or date for payment, the payment date for any vested portion of any such award shall be the earlier of (i) within sixty (60) days of the originally stated time vesting date (or, where multiple dates are used for different portions of such award, each such vesting date for each such portion), determined without regard to any accelerated vesting otherwise applicable to such award, or (ii) as provided in Section 10, the occurrence of a Change of Control which is also a change in ownership or effective control of the Company within the meaning of Section 409A of the Code. SECTION 8. OTHER STOCK BASED AWARDS (a) Other Stock-Based Awards. The Committee may grant other types of equity-based and equity-related awards in addition to Options, SARs, Restricted Stock and Restricted Stock Units, including, but not limited to, the outright grant of Common Stock in satisfaction of obligations of the Company or any Subsidiary under another compensatory plan, program or arrangement, modified awards intended to comply with or structured in accordance with the provisions of applicable non-U.S. law or practice, or the sale of Common Stock, in such amounts and subject to such terms and conditions as the Committee shall determine, including, but not limited to, the satisfaction of Performance Criteria. Each such Other Stock-Based Award shall be evidenced in writing and specify the terms and conditions applicable thereto. Any such Other Stock-Based Award may entail the transfer of actual shares of Common Stock or the payment of the value of such Award in cash based upon the value of a specified number of shares of Common Stock, or any combination of the foregoing, as determined by the Committee. The terms of any Other Stock-Based Award need not be uniform in application to all (or any class of) Participants, and each Other Stock-Based Award granted to any Participant (whether or not at the same time) may have different terms. SECTION 9. PERFORMANCE-BASED AWARDS (a) Generally. Any Award may be granted as a performance-based Award if the Committee establishes one or more Performance Criteria that must be attained, and the Performance Period over which the specified Performance Criteria is to be attained as a condition to the grant, vesting, exercisability, lapse of the Period of Restrictions and/or settlement of such Award. The duration of Performance Periods may differ from each other and there may be more than one Performance Period in existence at any one time as to any Participant or all or any class of Participants. Performance Criteria. At the discretion of the Committee, Performance Criteria may be based on the total return to the Company’s shareholders, inclusive of dividends paid, during the applicable Performance Period (determined either in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies), or upon the attainment of one or more of the following criteria, whether in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies: stock price, operating earnings, net income (before or after taxes), operating income (before or after taxes), operating margin, gross margin, net earnings, return on equity, income, market share, combined ratio, level of expenses, growth in revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), earnings before interest and taxes (EBIT), cash flow (including operating cash flow and free cash flow), cash flow per share (before or after dividends), earnings per share, book value per share, net revenue, return on revenue, return on invested capital, return on assets, cash flow return on investment, cash flow return on capital, economic value added, assets under management, improvements in or attainment of working capital levels, debt ratio, and such other criteria as may be determined by the Committee. Performance Criteria may be established on a Company-wide basis or with respect to one or more business units or divisions or Subsidiaries or individual performance. When establishing or adjusting Performance Criteria for a Performance Period, the Committee may exclude certain unusual or infrequent items including, without limitation, acquisitions, divestitures, restructuring activities, recapitalizations, asset write-downs and changes in applicable tax laws or accounting principles.

  189. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | C-10 | 2026 Proxy Statement | |

  190. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    Certification of Attainment of Performance Criteria. As soon as practicable after the end of a Performance Period and prior to any payment in respect of such Performance Period, the Committee shall certify in the level of the specified Performance Criteria attained on the basis of performance in relation to the established Performance Criteria. In making such determination, the Committee may adjust or waive the Performance Criteria as it deems equitable in recognition of unusual or infrequent events affecting the Company or such other factors as the Committee may determine. SECTION 10. CHANGE OF CONTROL (a) Accelerated Vesting and Payment. Subject to the provisions of Section 10(b) below, and unless otherwise provided by the Committee in an Award Agreement, in the event of a Change of Control (i) each Option and SAR then outstanding shall be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and/or SAR, (ii) the Period of Restriction shall lapse as to each share of Restricted Stock then outstanding, (iii) each outstanding Restricted Stock Unit shall become fully vested and payable, and (iv) each outstanding Other Stock-Based Award shall become fully vested and payable. In the case of any performance-based Award, the Award shall be deemed earned at the level of performance specified in the Award Agreement for such Award. In addition, in connection with such a Change of Control, the Committee may, in its discretion, provide that each Option and/or SAR shall, upon the occurrence of such Change of Control, be canceled in exchange for a payment per share in cash (the “Settlement Payment”) in an amount equal to the excess, if any, of the Fair Market Value over the exercise price for such Option or the base price of such SAR. Should the Committee authorize any Settlement Payments in respect of Options, the Committee may determine that any Options which have an exercise price per share below the Fair Market Value shall be deemed cancelled and satisfied in full for a deemed Settlement Payment of zero. The Committee may also direct that each Restricted Stock Unit and/or Other Stock-Based Award shall be settled in cash with its value determined based on the Change of Control Price. (b) Alternative Awards. Notwithstanding Section 10(a), except as otherwise specified in Section 10(c) below, no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to any Award if the Committee reasonably determines in good faith, prior to the occurrence of a Change of Control, that such Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by a Participant’s employer (or the parent or an affiliate of such employer) immediately following the Change of Control; provided that any such Alternative Award must: (i) be based on stock which is traded on an established U.S. securities market; (ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment; provided that, if determined by the Committee, any performance-based Awards may be converted into Alternative Awards that vest and become payable solely upon the continued performance of services and in respect of the amount that would have been payable based upon performance through the date of the Change in Control or other measure of performance specified in the Participant’s applicable Award Agreement; (iii) have substantially equivalent economic value to such Award (determined at the time of the Change of Control and using valuation principles permitted under Treas. Reg. §1.424-1); and have terms and conditions which provide that in the event that, during the twenty-four (24)-month period following the Change of Control, the Participant’s employment or service is involuntarily terminated for any reason (including, but not limited to a termination due to death, Disability or without Cause) or Constructively Terminated (as defined below), all of such Participant’s Options and/or SARs shall be deemed immediately and fully exercisable, the Period of Restriction shall lapse as to each of the Participant’s outstanding Restricted Stock awards, each of the Participant’s outstanding Restricted Stock Units and Other Stock-Based Awards shall vest and be payable in full and each such Alternative Award shall be settled for a payment per each share of stock subject to the Alternative Award in cash, in immediately transferable, publicly traded securities or in a combination thereof, in an amount equal to, in the case of an Option or SAR, the excess of the fair market value of such stock on the date of the Participant’s termination over the

  191. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | | 2026 Proxy Statement | C-11 |

  192. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    corresponding exercise or base price per share and, in the case of any Restricted Stock, Restricted Stock Unit, or Other Stock-Based Award, the fair market value of the number of shares of stock subject or related thereto. For this purpose, unless otherwise determined by the Committee in an Award Agreement, a Participant’s employment or service shall be deemed to have been Constructively Terminated if the Participant terminates employment or service within one hundred and twenty (120) days following (x) a material reduction in the Participant’s base salary or a Participant’s incentive compensation opportunity, (y) a material reduction in the Participant’s responsibilities, or (y) the relocation of the Participant’s principal place of employment or service to a location more than 50 miles away from the Participant’s prior principal place of employment or service without, in each case without the Participant’s written consent. (c) Section 409A. Should any event constitute a Change of Control for purposes of the Plan, but not constitute a change of control within the meaning of Section 409A of the Code, with respect to any Award that is deferred compensation for purposes of Section 409A (i.e., that is not exempt from the application of such Section by reason of an available exemption, such as for stock rights, restricted property or awards qualifying as short-term deferral within the meaning of such Section 409A of the Code), no payment or distribution shall be made to any affected Participant by reason of such Change of Control (although any other modification or enhancement to the Award, such as accelerated vesting, shall still apply) and the value of such Award as determined by the Committee prior to such Change of Control shall be paid to the affected Participant on the earlier to occur of (i) the day after the six (6) month anniversary of such Participant’s termination of employment and (ii) whichever of the following is applicable to such Award (A) with respect to any unvested Award that would have become vested solely upon the passage of time and the continued performance of service, the date the Award would have otherwise become vested without regard to the Change of Control, (B) with respect to any unvested Award that would have become vested upon the achievement of specified Performance Criteria, on the day following the last day of the applicable Performance Period or (C) if the Award was already vested at the time the Change of Control occurs, on the date on which the Award would have expired or been payable in accordance with its terms. If an event occurs that constitutes a Change of Control both for purposes of the Plan and Section 409A of the Code, then Section 10(b) shall not be applicable with respect to any Award that is deferred compensation for purposes of Section 409A (i.e., that is not exempt from the application of such Section by reason of an available exemption, such as for stock rights, restricted property or awards qualifying as short-term deferral within the meaning of such Section 409A of the Code). SECTION 11. AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN The Board may, at any time and from time to time amend, modify, suspend, or terminate this Plan, in whole or in part, without notice to or the consent of any Participant; provided, however, that any amendment which would (i) increase the number of shares available for issuance under the Plan, (ii) lower the exercise price of an Option or SAR after it is granted, cancel an Option or SAR when the exercise price exceeds the Fair Market Value of a share of Common Stock in exchange for cash or another Award including Options or SARs (other than in connection with a Change of Control in accordance with Section 10), or take any other action with respect to an Option or SAR that would be treated as a repricing under the rules and regulations of the principal U. S. national securities exchange on which the Shares are listed, (iii) extend the maximum term for Options or SARs granted hereunder or (iv) otherwise amend the Plan in a material fashion that would require the approval of shareholders under the applicable rules and regulations of the exchange or automated quotation system on which the Common Stock is listed to trade shall be subject to the approval of the Company’s shareholders. No amendment, modification, or termination of the Plan shall in any manner adversely affect any Award theretofore granted under the Plan, without the consent of the Participant. SECTION 12. MISCELLANEOUS PROVISIONS Transferability. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than in accordance with Section 12(b) below, provided that the Committee may permit transfers of Awards (other than Incentive Stock Options) to Family Members (including, without limitation, transfers effected by a domestic relations order) subject to such terms and conditions as the Committee shall determine, including requiring that such Awards be transferred without the receipt of consideration by the Participant.

  193. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | C-12 | 2026 Proxy Statement | |

  194. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    Beneficiary Designation. Notwithstanding anything to the contrary in the Plan, if provided by the Committee in an Award Agreement, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. (c) Deferral of Payment. At the time any Award is granted (or such earlier time as the Committee may require), the Committee may permit a Participant to elect, upon such terms and conditions as the Committee may establish, to defer receipt of shares of Common Stock that would otherwise be issued in connection with an Award. (d) No Guarantee of Employment or Participation. The existence of this Plan, as in effect at any time or from time to time, or any grant of Award under the Plan shall not interfere with or limit in any way the rights of the Company or any Subsidiary to terminate any Participant’s employment or other service provider relationship at any time, nor confer upon any Participant any rights to continue in the employ or service of the Company or any Subsidiary or any other affiliate of the Company. Except to the extent expressly selected by the Committee to be a Participant, no person (whether or not an Employee, an Agent or a Non-Employee Director) shall at any time have a right to be selected for participation in the Plan or, having been selected as a Participant, to receive any additional awards hereunder, despite having previously participated in an incentive or bonus plan of the Company or an affiliate. The existence of the Plan shall not be deemed to constitute a contract of employment between the Company or any affiliate and any Employee, Agent or Non-Employee Director, nor shall it constitute a right to remain in the employ or service of the Company or any affiliate. Except as may be provided in a separate written agreement, employment with or service for the Company or any affiliate is at-will and either party may terminate the participant’s employment or other service provider relationship at any time, for any reason, with or without cause or notice. (e) Tax Withholding. The Company or an affiliate shall have the right to deduct from all payments or distributions hereunder any federal, state, foreign or local taxes or other obligations required by law to be withheld with respect thereto. The Company may defer issuance of Common Stock in respect of any Award until such requirements are satisfied. The Committee may, in its discretion, permit a Participant to elect, subject to such conditions as the Committee shall impose, (i) to have shares of Common Stock otherwise to be issued under the Plan withheld by the Company or (ii) to deliver to the Company previously acquired shares of Common Stock, in either case for the greatest number of whole shares having a Fair Market Value on the date immediately preceding the date on which the applicable tax liability is determined not in excess of the maximum individual statutory tax rate in each applicable jurisdiction to satisfy the withholding tax obligations with respect to any Award. (f) Section 409A. It is intended that all Awards under the Plan will be exempt from, or will comply with, Section 409A, and to the maximum extent permitted the Awards and the Plan will be interpreted and administered in accordance with this intent. Each amount to be paid or benefit to be provided under an Award shall be construed as a separate and distinct payment for purposes of Section 409A. If payment under an Award is to be made within a designated period which does not begin and end within one calendar year, the Participant does not have a right to designate the taxable year of the payment. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated income recognition and/or tax penalties under Section 409A: (i) If any amount is payable under such Award upon a termination of the Participant’s employment or service, a termination of employment or service will be deemed to have occurred only at such time as the Participant has experienced a “Separation from Service” as defined by Section 409A; and (ii) If any amount shall be payable with respect to any such Award as a result of a Participant’s Separation from Service at such time as the Participant is a “specified employee” within the meaning of Section 409A, then no payment shall be made, except as permitted under Section 409A, prior to the first business day after the earlier of (i) the date that is six (6) months after the Participant’s Separation from Service or (ii) the Participant’s death. None of the Company, the Board, the Committee nor any other person involved with the administration of this Plan shall (i) in any way be responsible for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of Section 409A, (ii) have any obligation to design or administer the Plan or Awards granted thereunder in a

  195. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | | 2026 Proxy Statement | C-13 |

  196. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    manner that minimizes a Participant’s tax liabilities, including the avoidance of any additional tax liabilities under Section 409A, or (iii) shall have any liability to any Participant for any such tax liabilities. (g) No Limitation on Compensation; Scope of Liabilities. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans if and to the extent permitted by applicable law. The liability of the Company or any affiliate under this Plan is limited to the obligations expressly set forth in the Plan, and no term or provision of this Plan may be construed to impose any further or additional duties, obligations, or costs on the Company or any affiliate thereof or the Committee not expressly set forth in the Plan. (h) Compensation Recovery. Awards and any compensation associated therewith are subject to recoupment, forfeiture, recovery or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, as amended from time to time, which includes but is not limited to any compensation recovery policy adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act, the Securities and Exchange Commission’s final rules thereunder, and applicable listing rules or other rules and regulations implementing the foregoing or as otherwise required by law or stock exchange. Any Award Agreement will be automatically and unilaterally amended to comply with any such compensation recovery policy. (i) Requirements of Law. The granting of Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. (j) Term of Plan. The Plan shall be effective upon the date, if any, on which it is approved by the Company’s shareholders. The Plan shall continue in effect, unless sooner terminated pursuant to Section 11 above, until the tenth (10th) anniversary of the date of such shareholder approval. (k) Governing Law. The Plan, and all Awards granted hereunder (and the terms and conditions of any document evidencing any such grant), shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflict of laws. (l) No Impact On Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, Awards shall not be treated as compensation for purposes of calculating an Employee’s or Agent’s right or benefits under any such plan, policy or program. (m) No Constraint on Corporate Action. Except as provided in Section 11 above, nothing contained in this Plan shall be construed to prevent the Company, or any affiliate, from taking any corporate action (including, but not limited to, the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets) which is deemed by it to be appropriate, or in its best interest, whether or not such action would have an adverse effect on this Plan, or any awards made under this Plan. No director, beneficiary, or other person shall have any claim against the Company, or any of its affiliates, as a result of any such action. (n) Indemnification. Each member of the Board and each member of the Committee shall be indemnified and held harmless by the Company and each Participant’s employer against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member of the Board or Committee in connection with or resulting from any claim, action, suit, or proceeding to which such member may be made a party or in which such member may be involved by reason of any action taken or failure to act under the Plan (in the absence of bad faith) and against and from any and all amounts paid by such member in settlement thereof, with the Company’s approval, or paid by such member in satisfaction of any judgment in any such action, suit, or proceeding against such member, provided that such member shall give the Company an opportunity, at its own expense, to handle and defend the same before such member undertakes to handle and defend it individually. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which any such person may be entitled under the Company’s Certificate of Incorporation or By-Laws, by contract, as a matter of law, or otherwise. (o) Rights as a Shareholder. A Participant shall have no rights as a shareholder with respect to any shares of Common Stock covered by any Award until the Participant shall have become the holder of record of such shares. (p) Captions. The headings and captions appearing herein are inserted only as a matter of convenience. They do not define, limit, construe, or describe the scope or intent of the provisions of the Plan.

  197. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    | C-14 | 2026 Proxy Statement | |

  198. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    Insurance products issued by Principal National Life Insurance Co (except in NY) and Principal Life Insurance Company®. Plan administrative services offered by Principal Life. Principal Funds, Inc. is distributed by Principal Funds Distributor, Inc. Securities offered through Principal Securities, Inc., member SIPC and/or independent broker/dealers. Principal Asset ManagementSM is a trade name of Principal Global Investors, LLC. Referenced companies are members of the Principal Financial Group®, Des Moines, IA 50392. ©2026 Principal Financial Services, Inc. 5260060-022026 01 - Jonathan S. Auerbach 02 - Mary E. “Maliz” Beams 03 - Jocelyn Carter-Miller 05 - Claudio N. Muruzabal 1UPX For Against Abstain For Against Abstain For Against Abstain 04 - Scott M. Mills The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1. A 048CYD 1. Election of Directors: Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. B 2026 Annual Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q For Against Abstain The Board of Directors recommends a vote FOR Proposal 3. 3. Ratification of the appointment of Ernst & Young LLP as the company’s independent auditors for 2026 For Against Abstain The Board of Directors recommends a vote FOR Proposal 4. 4. Approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan The Board of Directors recommends a vote FOR on Proposal 2. 2. Advisory approval of the compensation of our named executive officers For Against AbstainMMMMMMMMMMMMMMMMMMMMM 1234 5678 9012 345 677083 If no electronic voting, delete QR code and control # 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T MMMMMMM You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/PFG or scan the QR code — login details are located in the shaded bar below. Your vote matters – here’s how to vote! Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada This proxy is solicited on behalf of the Board of Directors of Principal Financial Group, Inc. for the Annual Shareholders Meeting to be held virtually via live webcast at 9:00 a.m. Central Daylight Time on May 19, 2026. The shareholder signature(s) on this form hereby appoints Joel M. Pitz and Chris Agbe-Davies, and each of them, proxies with full power of substitution, to vote all shares of Principal Financial Group, Inc. common stock held in the name of the shareholder at the 2026 Annual Shareholders Meeting and at any adjournment thereof, upon all subjects that may properly come before the annual meeting, including the matters described in the proxy statement, subject to any directions indicated on the reverse side. If no directions are given, the proxies will vote for the election of all listed nominees and in accordance with the Board of Directors recommendations on the other matters listed on the reverse side, and at their discretion, on any other matter that may properly come before the annual meeting. If you participate in (i) The Principal Select Savings Plan (the “401(k) Plan”) or (ii) The Principal Financial Group, Inc. Stock Separate Account (the “Stock Separate Account”), then this proxy will also constitute voting instructions authorizing, in the case of the 401(k) Plan, Principal Trust Company, as Trustee, or in the case of the Stock Separate Account, Northern Trust Investments, Inc., as Portfolio Manager and agent for Principal Life Insurance Company, respectively, as holder of plan assets invested in Principal Financial Group, Inc. common stock, to vote virtually or by proxy all shares credited to your account as of March 25, 2026, the record date, at the 2026 Annual Shareholders Meeting to be held on May 19, 2026 or at any adjournment or postponement thereof. Your Principal Financial Group, Inc. shares, or those that are allocated to your 401(k) Plan or to the Stock Separate Account, will be voted in accordance with the directions on the reverse side. If you sign this proxy but no directions are given for your shares, the proxies will vote for the election of all listed nominees and in accordance with the Board of Directors recommendations on the other matters listed on the reverse side, and at their discretion, on any other matter that may properly come before the meeting. If you do not complete and submit this proxy, then in the case of your 401(k) Plan, the Trustee will vote your shares in the same proportion as the shares voted by plan participants, in accordance with the Trustee’s duties under the plan and Trust documents, and in the case of the Stock Separate Account, Northern Trust will vote your interests in the same proportion as the shares held in the Separate Account as to which Northern Trust has received voting instructions. Instructions must be received by 1:00 a.m. Central Daylight Time on May 15, 2026 to be included in the tabulation. Principal Financial Group, Inc. Non-Voting Items C q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Change of Address — Please print new address below. 2026 Annual Meeting of Principal Financial Group Shareholders The 2026 Annual Meeting of Shareholders of Principal Financial Group will be held on Tuesday, May 19, 2026 at 9:00 A.M. CT, virtually via the Internet at meetnow.global/MUMVGGU. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. There is no physical location for the annual meeting. As we have done in the past, Principal Financial Group, Inc. is taking advantage of the Securities and Exchange Commission’s rule that allows companies to provide proxy materials for the annual meeting via the internet to registered shareholders. Instructions to participate in the virtual annual meeting are available in our proxy statement and at www.principal.com/annualmeeting.

  199. PRINCIPAL FINANCIAL GROUP, INC. 2026 STOCK INCENTIVE PLAN

    01 - Jonathan S. Auerbach 02 - Mary E. “Maliz” Beams 03 - Jocelyn Carter-Miller 05 - Claudio N. Muruzabal 1UPX For Against Abstain For Against Abstain For Against Abstain 04 - Scott M. Mills The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1. A 048CYD 1. Election of Directors: Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. B 2026 Annual Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q For Against Abstain The Board of Directors recommends a vote FOR Proposal 3. 3. Ratification of the appointment of Ernst & Young LLP as the company’s independent auditors for 2026 For Against Abstain The Board of Directors recommends a vote FOR Proposal 4. 4. Approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan The Board of Directors recommends a vote FOR on Proposal 2. 2. Advisory approval of the compensation of our named executive officers For Against AbstainMMMMMMMMMMMMMMMMMMMMM 1234 5678 9012 345 677083 If no electronic voting, delete QR code and control # 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T MMMMMMM You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/PFG or scan the QR code — login details are located in the shaded bar below. Your vote matters – here’s how to vote! Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada This proxy is solicited on behalf of the Board of Directors of Principal Financial Group, Inc. for the Annual Shareholders Meeting to be held virtually via live webcast at 9:00 a.m. Central Daylight Time on May 19, 2026. The shareholder signature(s) on this form hereby appoints Joel M. Pitz and Chris Agbe-Davies, and each of them, proxies with full power of substitution, to vote all shares of Principal Financial Group, Inc. common stock held in the name of the shareholder at the 2026 Annual Shareholders Meeting and at any adjournment thereof, upon all subjects that may properly come before the annual meeting, including the matters described in the proxy statement, subject to any directions indicated on the reverse side. If no directions are given, the proxies will vote for the election of all listed nominees and in accordance with the Board of Directors recommendations on the other matters listed on the reverse side, and at their discretion, on any other matter that may properly come before the annual meeting. If you participate in (i) The Principal Select Savings Plan (the “401(k) Plan”) or (ii) The Principal Financial Group, Inc. Stock Separate Account (the “Stock Separate Account”), then this proxy will also constitute voting instructions authorizing, in the case of the 401(k) Plan, Principal Trust Company, as Trustee, or in the case of the Stock Separate Account, Northern Trust Investments, Inc., as Portfolio Manager and agent for Principal Life Insurance Company, respectively, as holder of plan assets invested in Principal Financial Group, Inc. common stock, to vote virtually or by proxy all shares credited to your account as of March 25, 2026, the record date, at the 2026 Annual Shareholders Meeting to be held on May 19, 2026 or at any adjournment or postponement thereof. Your Principal Financial Group, Inc. shares, or those that are allocated to your 401(k) Plan or to the Stock Separate Account, will be voted in accordance with the directions on the reverse side. If you sign this proxy but no directions are given for your shares, the proxies will vote for the election of all listed nominees and in accordance with the Board of Directors recommendations on the other matters listed on the reverse side, and at their discretion, on any other matter that may properly come before the meeting. If you do not complete and submit this proxy, then in the case of your 401(k) Plan, the Trustee will vote your shares in the same proportion as the shares voted by plan participants, in accordance with the Trustee’s duties under the plan and Trust documents, and in the case of the Stock Separate Account, Northern Trust will vote your interests in the same proportion as the shares held in the Separate Account as to which Northern Trust has received voting instructions. Instructions must be received by 1:00 a.m. Central Daylight Time on May 15, 2026 to be included in the tabulation. Principal Financial Group, Inc. C Non-Voting Items q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Change of Address — Please print new address below. 2026 Annual Meeting of Principal Financial Group Shareholders The 2026 Annual Meeting of Shareholders of Principal Financial Group will be held on Tuesday, May 19, 2026 at 9:00 A.M. CT, virtually via the Internet at meetnow.global/MUMVGGU. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. There is no physical location for the annual meeting. As we have done in the past, Principal Financial Group, Inc. is taking advantage of the Securities and Exchange Commission’s rule that allows companies to provide proxy materials for the annual meeting via the internet to registered shareholders. Instructions to participate in the virtual annual meeting are available in our proxy statement and at www.principal.com/annualmeeting.