Principal Financial Group Files Omnibus Shelf Registration to Expand Financing Flexibility

PFG
February 28, 2026

Principal Financial Group filed an omnibus shelf registration with the Securities and Exchange Commission on February 27, 2026, giving the company the ability to issue a range of securities—debt, equity, or hybrid instruments—at its discretion as market conditions and funding needs evolve.

The filing comes after a strong 2025 financial year in which PFG’s non‑GAAP operating earnings per diluted share rose 12% and the company reaffirmed a 2026 EPS growth target of 9%–12%. PFG’s capital deployment plan for 2026 includes returning $1.5 billion to shareholders and targeting $1.5 billion to $1.8 billion in capital deployments, underscoring a disciplined approach to shareholder returns and debt management.

Segment data from the most recent quarter shows a 130‑basis‑point expansion in the operating margin for the Retirement and Income Solutions (RIS) business, the company’s core retirement and long‑term savings segment. PFG’s broader strategy continues to focus on fee‑based income and asset‑management growth, with recent acquisitions such as Ascensus’s ESOP business in 2024 and Wells Fargo’s Institutional Retirement & Trust business in 2019 reinforcing its market position.

Management emphasized the company’s confidence in its financial trajectory. President, CEO and Chair Deanna Strable said the firm had strong full‑year 2025 performance and was poised to deliver another year of performance within its target ranges for EPS growth, free‑capital‑flow conversion and return on equity. Chief Financial Officer Joel Pitz noted that the ROE target had increased, reflecting the robust 2025 results.

The shelf registration provides PFG with a flexible framework to fund future acquisitions, refinance maturing debt, or support other corporate initiatives without the need for a new registration each time. This proactive capital‑management tool positions the company to respond quickly to strategic opportunities or market shifts, reinforcing its long‑term growth strategy and shareholder‑value focus.

The filing is a procedural step and is not expected to trigger an immediate market reaction. Investors will likely view it as a sign of prudent capital planning rather than a headline event that would alter the company’s valuation or investment thesis.

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