Form 485BPOS Principal Life Insurance
As filed with the Securities and Exchange Commission on April 29, 2026
Registration No. 333-128079
811-02091
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 20
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 344
(Check appropriate box or boxes)
Principal Life Insurance Company Separate Account B
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(Exact Name of Registered Separate Account )
Principal Life Insurance Company
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(Name of Insurance Company )
The Principal Financial Group, 711 High Street, Des Moines, Iowa 50392
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(Address of Insurance Company's Principal Executive Offices) (Zip Code)
(515) 246-5688
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Insurance Company's Telephone Number, including Area Code
Kate F. Stecklein
Principal Life Insurance Company
Principal Financial Group
711 High Street, Des Moines, Iowa 50392
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(Name and Address of Agent for Service)
Title of Securities Being Registered: Principal® Freedom 2 Variable Annuity
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this registration statement.
It is proposed that this filing will become effective (check appropriate box):
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_XX _ on May 1, 2026 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 ("Securities Act")
If appropriate, check the following box:
_____ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Check each box that appropriately characterizes the Registrant.
_____ New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within (3) three years preceding this filing).
_____ Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934 ("Exchange Act")).
_____ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
_____ Insurance Company relying on Rule 12h-7 under the Exchange Act.
_____ Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act.
PRINCIPAL® FREEDOM 2 VARIABLE ANNUITY
Prospectus dated May 1, 2026
This prospectus describes Principal® Freedom 2 Variable Annuity, an individual, flexible premium, deferred variable annuity (the “Contract”), issued by Principal Life Insurance Company (the “Company”, “we”, “our” or “us”) through Principal Life Insurance Company Separate Account B (“Separate Account”).
This prospectus provides information about the Contract and the Separate Account that you, as owner, should know before investing. The prospectus should be read and retained for future reference. Additional information about the Contract and the Separate Account is included in the Statement of Additional Information (“SAI”), dated May 1, 2026, which has been filed with the Securities and Exchange Commission (the “SEC”) and is considered a part of this prospectus. You may obtain a free copy of the SAI and all additional information by writing or calling: Principal® Freedom 2 Variable Annuity, Principal Financial Group, P.O. Box 9382, Des Moines, Iowa 50306-9382, Telephone: 1-800-852-4450. You can also visit the SEC’s website at http://www.sec.gov , and other information about registrants that filed electronically with the SEC.
These securities have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Additional information about certain investment products, including variable annuities, has been prepared by the SEC's staff and is available at http://investor.gov.
You generally may allocate your investment in the Contract among the variable investment options available under the Contract, referred to as the Separate Account divisions. Each division of the Separate Account invests in shares of a corresponding mutual fund (the “underlying mutual funds”). Additional information about the underlying mutual funds available under the Contract is shown in Appendix A to this prospectus.
The Contract is a complex investment and involves, risks, including potential loss of principal and accumulated earnings. Your accumulated value will vary according to the investment performance of the underlying mutual funds in which your selected division(s) are invested. We do not guarantee the investment performance of the underlying mutual funds. The Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. Full and partial surrenders could result in surrender charges, taxes, and tax penalties.
For any administrative questions, you may contact us by writing or calling: Principal® Freedom 2 Variable Annuity, Principal Financial Group, P.O. Box 9382, Des Moines, Iowa 50306-9382, Telephone: 1-800-852-4450.
This prospectus describes all material features of the Contract and any material differences due to state variations.
The availability of investment options, Contract benefits, or other Contract features described in this prospectus may vary depending on your financial professional or your financial professional's firm. See 8. GENERAL DESCRIPTION OF THE CONTRACT - Financial Intermediary Variations.
Our obligations under the Contract are subject to our financial strength and claims-paying ability.
An investment in the Contract is not a deposit or obligation of any bank and is not insured or guaranteed by any bank, the Federal Deposit Insurance Corporation or any other government agency.
No person is authorized to give any information or to make any representation in connection with this Contract other than those contained in this prospectus.
| TABLE OF CONTENTS | ||||||||
| 1. | GLOSSARY | |||||||
| 2. | OVERVIEW OF THE CONTRACT | |||||||
| 3. | KEY INFORMATION | |||||||
| 4. | FEE TABLE | |||||||
| 5. | PRINCIPAL RISKS OF INVESTING IN THE CONTRACT | |||||||
| 6. | GENERAL DESCRIPTION OF INSURANCE COMPANY, SEPARATE ACCOUNT AND MUTUAL FUND COMPANIES | |||||||
| 7. | CHARGES | |||||||
| 8. | GENERAL DESCRIPTION OF THE CONTRACT | |||||||
| 9. | ANNUITY PERIOD | |||||||
| 10. | BENEFITS AVAILABLE UNDER THE CONTRACT | |||||||
| 11. | PURCHASES AND CONTRACT VALUE | |||||||
| 12. | SURRENDERS AND WITHDRAWALS | |||||||
| 13. | TAXES | |||||||
| 14. | LEGAL PROCEEDINGS | |||||||
| 15. | FINANCIAL STATEMENTS | |||||||
| 16. | ADDITIONAL INFORMATION ABOUT THE CONTRACT | |||||||
The Contract | ||||||||
Delay of Payments | ||||||||
Misstatement of Age or Gender | ||||||||
Assignment | ||||||||
Contract Termination | ||||||||
Reinstatement | ||||||||
Reports | ||||||||
| Telephone and Internet Services | ||||||||
Important Information About Customer Identification Procedures | ||||||||
Performance Calculation | ||||||||
| The Underlying Mutual Funds | ||||||||
| Legal Opinions | ||||||||
| Other Variable Annuity Contracts | ||||||||
| Householding | ||||||||
| Payments to Financial Intermediaries | ||||||||
| Conflicts of Interest Related to Underlying Mutual Funds | ||||||||
| Mutual Fund Diversification | ||||||||
| State Regulation | ||||||||
| Independent Registered Public Accounting Firm | ||||||||
| 17. | REGISTRATION STATEMENT AND SAI | |||||||
| APPENDIX A — INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT | ||||||||
Appendix A – Investment Options Available 2
Under the Contract
1.GLOSSARY
The terms defined below are used throughout this Prospectus.
Accumulated Value (Contract Accumulated Value) - the sum of the values in the Separate Account divisions.
Accumulation Period – the period of time from the contract date to the annuitization date.
Anniversary(ies) - the same date and month of each year following the contract date.
Annuitant - the person, including any joint annuitant, on whose life the annuity benefit payment is based. This person may or may not be the owner.
Annuitization - application of a portion or all of the accumulated value to an annuity benefit payment option to make income payments.
Annuitization Date - the date all of the owner’s accumulated value is applied to an annuity benefit payment option.
Automatic Portfolio Rebalancing (APR) - the transfer of money among your Separate Account divisions on a set schedule to maintain a specified percentage in each Separate Account division.
Cash Surrender Value (Surrender Value) - the accumulated value minus any applicable surrender charges and fee(s) (contract fee and/or prorated share of the charge(s) for the rider(s)).
Contract Date - the date that the Contract is issued and which is used to determine contract years.
Contract Year - the one-year period beginning on the contract date and ending one day before the contract anniversary and any subsequent one-year period beginning on a contract anniversary (for example, if the contract date is June 5, 2016, the first contract year ends on June 4, 2017, and the first contract anniversary falls on June 5, 2017).
Data Page - that portion of the Contract which contains the following: owner and annuitant data (names, gender, annuitant age); the contract date; maximum annuitization date; Contract charges and limits; and benefits.
Division(s) - refer to the term “Separate Account division” in this Glossary.
General Account – assets of the Company other than those allocated to any of our Separate Accounts.
Good Order - an instruction or request is in good order when it is received in our home office, or other place we may specify, and has such clarity and completeness that we do not have to exercise any discretion to carry out the instruction or request. We may require that the instruction or request be given in a certain form.
Home Office - Company’s corporate headquarters located at Principal Financial Group, 711 High Street, Des Moines, Iowa 50392-1770.
Investment Options - the Separate Account divisions.
Joint Annuitant - an annuitant whose life determines the annuity benefit under this Contract. Any reference to the death of the annuitant means the death of the first annuitant to die.
Joint Owner - an owner who has an undivided interest with the right of survivorship in this Contract with another owner. Any reference to the death of the owner means the death of the first owner to die.
Non-Qualified Contract - a Contract which does not qualify for favorable tax treatment as a Qualified Plan, Individual Retirement Annuity, Roth IRA, SEP IRA, Simple-IRA or Tax Sheltered Annuity.
Notice - communication received by us, at the home office, either in writing or in another form approved by us in advance.
Your notices may be mailed to us at:
Principal Life Insurance Company
P O Box 9382
Des Moines, Iowa 50306-9382
Owner - the person, including joint owner, who owns all the rights and privileges of this Contract.
Premium Payments - the gross amount you contributed to the Contract.
Appendix A – Investment Options Available 3
Under the Contract
Qualified Plan(s) - retirement plans which receive favorable tax treatment under Section 401 or 403(a) of the Internal Revenue Code.
Required Minimum Distribution (“RMD”) Amount - the amount required to be distributed each calendar year for purposes of satisfying the RMD rules of Section 401(a)(9) of the Internal Revenue Code of 1986, as amended, and related Code provisions.
Separate Account Division (Division(s)) - a part of the Separate Account which invests in shares of an underlying mutual fund. (Referred to in the marketing materials as “sub-accounts.”)
Separate Account Division Value - the sum of all divisions’ values; each division’s value is determined by multiplying the number of units in that division by the unit value of that division.
Surrender - the withdrawal of all or part of the accumulated value of your Contract.
Surrender Charge - the charge deducted upon certain partial surrenders or total surrender of the Contract within the first three contract years.
Transfer - moving all or a portion of your accumulated value to or from one investment option or among several investment options. All transfers initiated during the same valuation period are considered to be one transfer for purposes of calculating the transaction fee, if any.
Underlying Mutual Fund - a registered open-end investment company, or a separate portfolio thereof, in which a division invests.
Unit - the accounting measure used to calculate the value of a division.
Unit Value - a measure used to determine the value of an investment in a division.
Valuation Date (Valuation Days) - each day the New York Stock Exchange (“NYSE”) is open for trading and trading is not restricted.
Valuation Period - the period of time from one determination of the value of a unit of a division to the next. Each valuation period begins at the close of normal trading on the NYSE, generally 4:00 p.m. Eastern Time, on each valuation date and ends at the close of normal trading of the NYSE on the next valuation date.
We, Our, Us - Principal Life Insurance Company. We are also referred to throughout this prospectus as the Company.
You, Your - the owner of this Contract, including any joint owner.
2. OVERVIEW OF THE CONTRACT
Purpose
The purpose of this Contract is to help you accumulate assets through allocation to underlying mutual fund investments and assist you with your long-term retirement planning or other long-term financial needs. Through the annuitization feature, the Contract can supplement your retirement income by providing a stream of periodic payments. The Contract also offers a death benefit to protect your designated beneficiaries.
This Contract may be appropriate for you if you:
•Have a long term investment horizon or want to protect against the risk of you or your spouse outliving your income.
Appendix A – Investment Options Available 4
Under the Contract
Phases of Contract
Your Contract has two periods - an accumulation period and an annuitization period.
Accumulation Period
To help you accumulate assets during the accumulation period, you can allocate your premium payments and accumulated value to:
| • | a selection of variable investment options, which are the Separate Account divisions. Each division invests in an underlying mutual fund, each of which has its own investment strategies, investment adviser(s), expense ratios, and returns. | ||||||||||
Additional information about the underlying mutual funds in which the divisions invest is provided in APPENDIX A: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.
Annuitization Period
You can elect to annuitize your Contract and convert your accumulated value into a fixed stream of income payments. You also have the right to partially annuitize a portion of your accumulated value. You may select when you want the payments to begin.
We offer fixed annuity benefit payments only. No surrender charge is imposed on any portion of your accumulated value that has been annuitized. All benefits under this Contract (including the death benefit feature) terminate when you annuitize your entire accumulated value, and you will be unable to make withdrawals from the Contract.
See 9. ANNUITY PERIOD.
Contract Features
This Contract is designed to accumulate value and to provide retirement income that you cannot outlive or that continues for a specified period of time. The Contract’s primary features include: a death benefit (without surrender charges); the ability to annuitize the Contract, which provides a fixed stream of income payments; and a waiver of surrender charge rider.
Death Benefit
If the owner dies before the annuitization date, a death benefit is payable. The death benefit may be paid as either a single payment or under an annuity benefit payment option.
Withdrawals could significantly reduce the death benefit.
For additional details on the death benefit under this Contract, See 10. BENEFITS AVAILABLE UNDER THE CONTRACT and 9. ANNUITY PERIOD.
Tax Treatment
Your premium payments accumulate on a tax-deferred basis. Your earnings are not taxed until money is taken out of the Contract, such as when: you make a withdrawal; you receive an income payment; or a death benefit is paid.
Waiver of Surrender Charge Rider
This rider is automatically added to the Contract at issue (subject to state approval and state variations may apply). There is no additional charge for this benefit. We may withdraw or prospectively restrict the availability of this rider at any time. For more information regarding availability or features of this rider, you may contact your financial professional or call us at 1-800-852-4450.
This rider waives the surrender charge on surrenders made after the first Contract anniversary if the original owner or original annuitant has a critical need. A critical need is limited to confinement to a health care facility, terminal illness diagnosis, or total and permanent disability.
The benefits are available for a critical need if the following conditions are met:
•the original owner or original annuitant has a critical need (NOTE: a change of ownership will terminate this rider and, once terminated, the rider may not be reinstated); and
•the critical need did not exist before the contract date.
Appendix A – Investment Options Available 5
Under the Contract
For the purposes of this rider, the following definitions apply:
•health care facility - a licensed hospital or inpatient nursing facility providing daily medical treatment and keeping daily medical records for each patient (not primarily providing just residency or retirement care). This does not include a facility owned or operated by the owner, annuitant or a member of their immediate family. It also does not include a facility primarily providing drug or alcohol treatment. If the critical need is confinement to a health care facility, the confinement must continue for at least 60 consecutive days after the contract date and the surrender must occur within 90 days of the confinement’s end. Notice must be provided within 90 days after confinement ends.
•terminal illness - sickness or injury that results in the owner’s or annuitant’s life expectancy being 12 months or less from the date notice to receive a distribution from the Contract is received by the Company. In Texas and New Jersey terminal illness is not included in the criteria for critical need.
•total and permanent disability - a disability that occurs after the contract date but before the original owner or annuitant reaches age 65 and qualifies to receive social security disability benefits. In New York, a different definition of total and permanent disability applies. In Oregon, total and permanent disability is not included in the criteria for critical need.
NOTE: The waiver of surrender charge rider is not available in Massachusetts.
Optional Benefits and Loans
This Contract does not include any optional benefits and loans are not available under the Contract.
Appendix A – Investment Options Available 6
Under the Contract
3. KEY INFORMATION
IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT
FEES, EXPENSES, AND ADJUSTMENTS | LOCATION IN PROSPECTUS | |||||||||||||||||||||||||
Are There Charges or Adjustments Early Withdrawals? | Yes. If you withdraw money from your Contract within four contract years following your last premium payment, you will be assessed a surrender charge. The maximum surrender charge is 3%. For example, if you make an early withdrawal within the five contract years of making premium payment, you could pay a surrender charge of up to $3,000 on a $100,000 investment. | 4. FEE TABLE 7. CHARGES – Deferred Sales Load (“Surrender Charge”) | ||||||||||||||||||||||||
Are There Transaction Charges? | Yes. In addition to surrender charges, you may also be charged for other transactions, such as when you exceed more than 12 unscheduled partial surrenders in a contract year or you make more than one unscheduled transfer in a contract year. | 4. FEE TABLE 7. CHARGES – Transaction Fees | ||||||||||||||||||||||||
Are There Ongoing Fees and Expenses? | Yes. The following part of the table describes the fees and expenses that you may pay each year, depending on the investment options and optional benefits you choose. Please refer to your data page for information about the specific fees you will pay each year based on the options you have selected. | |||||||||||||||||||||||||
| ANNUAL FEE | MINIMUM | MAXIMUM | LOCATION IN PROSPECTUS | |||||||||||||||||||||||
1. Base contract1 | 0.95% | 0.95% | 4. FEE TABLE 7. CHARGES – Base Contract Annual Expenses | |||||||||||||||||||||||
2. Underlying mutual fund fees and expenses2 | 0.20% | 0.86% | APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT | |||||||||||||||||||||||
1 | This fee reflects the Mortality and Expense Risks Charge,Administration Charge, and an amount attributable to the annual fee for administrative expenses. We assess each division with a daily charge. The annual rate of the charge is the percentage of the average daily net assets of the Separate Account divisions. | ||||
2 | As a percentage of the average net underlying mutual fund assets. | ||||
Appendix A – Investment Options Available 7
Under the Contract
Lowest and Highest Annual Cost Table Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, this table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the Contract, which could add surrender charges that substantially increase costs. | |||||||||||||||||
LOWEST ANNUAL COST $1,596.06 | HIGHEST ANNUAL COST $1,042.81 | ||||||||||||||||
| Assumes: | Assumes: | ||||||||||||||||
● Investment of $100,000 ● 5% annual appreciation ● Least expensive Base Contract charge, and underlying mutual fund fees and expenses ● No optional benefits ● No sales charges ● No additional purchase payments, transfers or withdrawals | ● Investment of $100,000 ● 5% annual appreciation ● Most expensive Base Contract charge, and underlying mutual fund fees and expenses ● No sales charges ● No additional purchase payments, transfers or withdrawals | ||||||||||||||||
Appendix A – Investment Options Available 8
Under the Contract
| RISKS | LOCATION IN PROSPECTUS | ||||||||||||||||
Is There a Risk of Loss from Poor Performance? | Yes. You can lose money by investing in this Contract. | 5. PRINCIPAL RISKS OF INVESTING IN THE CONTRACT – Poor Investment Performance | |||||||||||||||
Is This a Short-Term Investment Vehicle? | No. This Contract is not designed for short-term investing and is not appropriate for an investor who needs ready access to cash. Amounts surrendered from the Contract may result in surrender charges, tax and tax penalties, and may significantly reduce Contract benefits. Surrender charges apply for up to 4 years following your last premium payment. These charges will reduce the value of your Contract if you withdraw money during that time. | 5. PRINCIPAL RISKS OF INVESTING IN THE CONTRACT – Liquidity Risk | |||||||||||||||
What are the Risks Associated with the Investment Options? | • An investment in this Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Contract (i.e., the divisions of the Separate Account). • Each investment option has its own unique risks. • You should review the available investment options before making an investment decision. | 5. PRINCIPAL RISKS OF INVESTING IN THE CONTRACT | |||||||||||||||
What are the Risks Related to the Insurance Company? | An investment in the Contract is subject to the risks related to the Company. Any obligations, guarantees, or benefits are subject to the claims-paying ability of the Company. More information about the Company, including its financial strength ratings, is available upon request by calling the following toll-free telephone number: 1-800-852-4450. | 5. PRINCIPAL RISKS OF INVESTING IN THE CONTRACT – Insurance Company Risks | |||||||||||||||
| RESTRICTIONS | LOCATION IN PROSPECTUS | ||||||||||||||||
Appendix A – Investment Options Available 9
Under the Contract
Are there Restrictions on the Investment Options? | Yes. •There may be restrictions that limit the investment options that you may choose. •Investment Limitations - In purchasing this Contract, the only underlying mutual funds to which you can allocate the Contract’s accumulated value are the underlying mutual funds available as investment options under the Contract. •Limitations on Transfers – We reserve the right to charge you for each unscheduled transfer after the first unscheduled transfer in a contract year. We also reserve the right to limit transfers in circumstances where frequent transfers have been made. • We reserve the right to add , close or Separate Account divisions. We reserve the right to substitute the Separate Account divisions that are available as investment options under the Contract. •We reserve the right to restrict the investment options available. •We reserve the right to impose additional restrictions on premium payments. •Depending on your state, or your financial professional or your financial professional's firm, certain investment options may not be available. | APPENDIX A – INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT 8. GENERAL DESCRIPTION OF THE CONTRACT - Financial Intermediary Variations 8. GENERAL DESCRIPTION OF THE CONTRACT – Frequent Transfers among Divisions 8. GENERAL DESCRIPTION OF THE CONTRACT – Contract or Registrant Changes | |||||||||||||||
Appendix A – Investment Options Available 10
Under the Contract
Are There any Restrictions on Contract Benefits? | Yes. •There are restrictions and limitations relating to the benefits offered under the Contract (e.g.,death benefits, living benefits). •Except as otherwise provided, Contract benefits may not be modified or terminated by us. •Partial surrenders (including any applicable surrender charges and fees) and partial annuitizations will reduce the value of the death benefit, perhaps significantly, and the reduction could be greater than the amount withdrawn. •Certain optional benefits are no longer available for purchase. •Depending on your state, or your financial professional or your financial professionals firm, certain benefits may not be available or may be available on different terms. | 8. GENERAL DESCRIPTION OF THE CONTRACT - Financial Intermediary Variations 10. BENEFITS AVAILABLE UNDER THE CONTRACT 10. BENEFITS AVAILABLE UNDER THE CONTRACT - Death Benefit Riders | |||||||||||||||
Appendix A – Investment Options Available 11
Under the Contract
| TAXES | LOCATION IN PROSPECTUS | |||||||||||||||||||
What are the Contract's Tax Implications? | • You should consult with a tax professional to determine the tax implications of an investment in, and payments received under this Contract. • If you purchase the Contract through a tax-qualified plan or individual retirement account (IRA), such plan or IRA already provides tax deferral under the Code and there are fees and charges in an annuity that may not be included in such other investments. The tax deferral of the annuity does not provide any additional tax benefits for such a plan or IRA. • Premiums that are made on a pre-tax basis and earnings on your Contract are taxed at ordinary income tax rates when you withdraw them. You also may have to pay a 10% penalty tax if you take a withdrawal before age 59 1/2. | 13. TAXES | ||||||||||||||||||
| CONFLICTS OF INTEREST | LOCATION IN PROSPECTUS | |||||||||||||||||||
How are Investment Financial Professionals Compensated? | Your financial professional may have received compensation for selling this Contract to you. Your financial professional may have had a financial incentive to offer or recommend this Contract over another investment. | 7. Charges Distribution of the Contract 16. ADDITIONAL INFORMATION ABOUT THE CONTRACT – Payments to Financial Intermediaries | ||||||||||||||||||
Should I Exchange My Contract? | Your financial professional may have had a financial incentive to offer you a new contract in place of the one you already own. You should exchange your Contract if you determine, after comparing the features, fees, and risks of both contracts, and any fees or penalties to terminate the existing contract, that it is preferable to you to purchase the new contract rather than continuing to own your existing contract. | 16. ADDITIONAL INFORMATION ABOUT THE CONTRACT – Payments to Financial Intermediaries | ||||||||||||||||||
4. FEE TABLE
The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from an investment option or from the Contract. Please refer to your data page for information about the specific fees you will pay each year based on the options you have elected.
The first table describes the fees and expenses that you will pay at the time you buy the Contract, surrender or make withdrawals from an investment option or from the Contract, or transfer accumulated value between investment options. State premium taxes may also be deducted.
Appendix A – Investment Options Available 12
Under the Contract
Transaction Expenses
Contract owner transaction expenses(1) | ||||||||
Maximum | Current | |||||||
Deferred Sales Load (or Surrender Charge) - as a percentage of amount surrendered(2) | 3% | 3% | ||||||
Transaction Fees | ||||||||
• for each unscheduled partial surrender | the lesser of $30 or 2% of each unscheduled partial surrender after the 12th unscheduled partial surrender in a contract year | $0 | ||||||
• for each unscheduled transfer(3) | the lesser of $25 or 2% of each unscheduled transfer after the first unscheduled transfer in a contract year | $0 | ||||||
State Premium Taxes (vary by state)(4) | 3.50% of premium payments made | 0% | ||||||
(1) For additional information about the fees and expenses described in the table, see 7. CHARGES.
(2) Surrender charge (as a percentage of amounts surrendered):
| Table of surrender charges | |||||
| Number of completed contract years since each premium payment was made | Surrender charge applied to all premium payments received in that contract year | ||||
| 0 (year of premium payment) | 3% | ||||
| 1 | 3% | ||||
| 2 | 2% | ||||
| 3 | 1% | ||||
| 4 and later | 0% | ||||
(3) Note that in addition to the fees shown, the Separate Account and/or sponsors of the underlying mutual funds may adopt requirements pursuant to rules and/or regulations adopted by federal and/or state regulators which require us to collect additional transaction fees and/or impose restrictions on transfers.
(4) We do not currently assess premium taxes for any Contract issued but reserve the right in the future to assess up to 3.50% of premium payments made for Contract owners in those states where a premium tax is assessed.
Annual Contract Expenses
The next table describes the fees and expenses you will pay each year during the time you own the Contract (not including underlying mutual fund fees and expenses).
Annual Contract Expenses | ||||||||
Maximum Annual Charge | Current Annual Charge | |||||||
Base Contract Expenses (as a percentage of average daily Separate Account value) | 1.40% | 0.95% | ||||||
Appendix A – Investment Options Available 13
Under the Contract
Annual Underlying Mutual Fund Expenses
The next table shows the minimum and maximum total operating expenses charged by the underlying mutual funds that you may pay periodically during the time that you own the Contract (before any fee waiver or expense reimbursement). Expenses shown may change over time and may be higher or lower in the future. A complete list of the underlying mutual funds available under the Contract, including their annual expenses, may be found in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.
Minimum and Maximum Annual Underlying Mutual Fund Operating Expenses as of December 31, 2025 | ||||||||
Minimum | Maximum | |||||||
Total annual underlying mutual fund operating expenses (expenses that are deducted from underlying mutual fund assets, including management fees, distribution and/or service (12b-1) fees and other expenses) | 0.20% | 0.86% | ||||||
Example
This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other annuity contracts that offer variable options. These costs include transaction expenses, annual Contract expenses, and annual mutual fund expenses.
The Example assumes that you invest $100,000 in the divisions of the Separate Account for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the most expensive combination of annual mutual fund expenses. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
| If you surrender your Contract at the end of the applicable time period: | 1 year $5,002 | 3 years $7,826 | 5 years $11,721 | 10 years $25,137 | ||||||||||
| If you annuitize at the end of the applicable time period: | 1 year $2,220 | 3 years $6,842 | 5 years $11,721 | 10 years $25,137 | ||||||||||
If you do not surrender your Contract: | 1 year $2,220 | 3 years $6,842 | 5 years $11,721 | 10 years $25,137 | ||||||||||
5. PRINCIPAL RISKS OF INVESTING IN THE CONTRACT
This section is intended to summarize the principal risks of investing in the Contract. Additional risks and details regarding various risks and benefits of investing in the policy are described in the relevant sections of the Prospectus and SAI.
Poor Investment Performance
You can lose money by investing in this Contract, including loss of principal. An investment in this Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options you choose. You bear the risk of any decline in your Contract’s accumulated value resulting from the performance of the investment options you have chosen. Each investment option has its own unique risks. For more information about the risks of investing in a particular underlying mutual fund see that fund’s prospectus, which you should review before making an investment decision. To see the funds' prospectus, go to the following website: www.principal.com/FreedomVA2report.
Appendix A – Investment Options Available 14
Under the Contract
Liquidity Risk
This Contract is not suitable as a short-term savings vehicle and is not appropriate if you need ready access to cash. The benefits of tax deferral are better for investors with long time horizons. Surrender charges apply for up to four years after your last premium payment and these charges will reduce the value of your Contract if you withdraw money during that time. See "Contract Benefits Risk" below. There also may be adverse tax consequences if you take early withdrawals from the Contract.
Contract Benefit Risk
The benefits under the Contract are designed for different financial goals and/.or to protect against different financial risks. There is a risk that you may not have chosen the optional benefits (if any) that are best suited for you based on your present or future needs or circumstances, and the optional benefits that are more suited for you may no longer be available. If you elected an optional benefit and do not use it, or if the contingencies upon which the benefit depend never occur, you may have paid additional fees for a benefit that did not provide a financial return. There is also a risk that any financial return of an optional benefit, if any, will ultimately be less than the amount you paid for it. You should carefully review each benefit. You should also consider your liquidity needs in connection with the Contract/s standard options and benefits, and the negative impacts that withdrawals and other transactions may have on a benefit. Partial surrenders (including applicable surrender charges and fees) and partial annuitizations may significantly reduce the value of benefit, including the death benefit and any living benefit. Depending on the benefit, the reduction could be greater than the value withdrawn or annuitized. You should also consider whether a benefit restricts the investment options available to you under the Contract, or whether we reserve the right to restrict the investment options available under that benefit in the future. Investment restrictions are designed to reduce our risk that we will have to make payments from our General Account. In tern, they may also limit the potential growth of your Contract and potential growth of your guaranteed benefits. This may conflict with your personal investment objectives.
Reservation of Rights
We may exercise all rights reserved to us under the Contract. Among other reservations of right as stated in this prospectus: We reserve the right to add or close Separate Account divisions. We reserve the right to substitute the Separate Account divisions' underling mutual funds that are available as investment options under the Contract. We reserve the right to increase the fees and charges under the Contract up to the maximum guaranteed fees and charges. We reserve the right to impose additional restrictions in premium payments.
Alternatives to the Contract
Other contracts or investments may provide more favorable returns or benefits than the Contract.
Potentially Harmful Transfer Activity
This Contract is not designed as a vehicle for market timing. Accordingly, your ability to make transfers under the Contract is subject to limitation if we determine, in our sole opinion, that the exercise of that privilege may disadvantage or potentially hurt the rights or interests of other contract owners. We have limitations and restrictions on transfer activity, which we apply to all owners of the Contract without exception. (See 8. GENERAL DESCRIPTION OF THE CONTRACT - Frequent Transfers among Divisions).
Tax Law Changes
The tax risk associated with your Contract includes the possibility of a change in the federal income tax laws that apply to your Contract, or of the current interpretations of the laws by the IRS, which could have retroactive effects regardless of the date of enactment or publication.
Insurance Company Risks
An investment in the Contract is subject to the risks related to the Company, including that any obligations, guarantees, or benefits are subject to the claims-paying ability of the Company. If the Company isn't able to meet its obligations to creditors, it is possible that the Company's obligations to you under this Contract may not be satisfied. More information about the Company, including its financial strength ratings, can be found by visiting www.principal.com.
Appendix A – Investment Options Available 15
Under the Contract
Risks Affecting Our Administration of Your Contract
Our operations and/or the activities and operations of our service providers and business partners are subject to certain risks that are beyond our control, including systems failures, cyber-attacks, and pandemics (and similar events). These risks are not unique to the Company and they could materially impact our ability to administer the Contract.
The Company is highly dependent upon its computer systems and those of its business partners. This makes the Company potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include direct risks, such as theft, misuse, corruption and destruction of data maintained by the Company, and indirect risks, such as denial of service attacks on service provider websites and other operational disruptions that impede our ability to electronically interact with service providers. Operational disruptions and system failures also could occur based on other natural or man-made events, which could have similar impacts on your Contract. These security risks may also impact the underlying mutual fund companies, which may cause the underlying mutual funds to lose value. Although we make substantial efforts to protect our computer systems from these security risks, including internal processes and technological defenses that are preventative or detective, and other controls designed to provide multiple layers of security assurance, there can be no guarantee that we, our service providers, or the underlying mutual funds will avoid losses affecting contracts such as the security incidents described above.
If your Contract is adversely affected as a result of the failure of our cyber-security controls, we will take reasonable steps to restore your Contract.
6. GENERAL DESCRIPTION OF INSURANCE COMPANY, SEPARATE ACCOUNT AND MUTUAL FUND COMPANIES
The Insurance Company
The obligations under the Contract (including death benefits, living benefits, or other benefits available under the Contract) are obligations of Principal Life Insurance Company and are subject to the Company’s claims-paying ability and financial strength. The Company’s business address is 711 High Street, Des Moines, IA 50392.
The Separate Account
Separate Account B is a separate account we established to receive and invest premium payments made by owners of our variable annuity products. Separate Account B is divided into divisions. The assets of each division invest in a corresponding underlying mutual fund. New divisions may be added and made available and divisions may also be eliminated. These changes will be made in a manner that is consistent with applicable laws and regulations.
We do not guarantee the investment results of the Separate Account. There is no assurance that the value of your Contract will equal or be greater than the total of the payments you make to us.
The Separate Account is not affected by the rate of return of our General Account or by the investment performance of any of our other assets. Any income, gain, or loss (whether or not realized) from the assets of the Separate Account are credited to or charged against the Separate Account without regard to our other income, gains, or losses. Assets of the Separate Account attributed to the reserves and other liabilities under the Contract may not be charged with liabilities arising from any of our other businesses. The Company is obligated to pay all amounts promised to investors under the Contracts, subject to its financial strength and claims-paying ability.
Any Contract obligations in excess of the Separate Account value (for example, annuity benefit payments, death benefit payment(s), deferred income payments,and guaranteed minimum withdrawal benefit payments) become obligations of the General Account and will be subject to the rights of the Company’s other creditors and its overall claims paying ability.
The Underlying Mutual Funds
Contract value allocated to a division of the Separate Account will vary based on the investment experience of the corresponding underlying mutual fund in which the division invests. There is a risk of loss of the entire amount invested. Information regarding each underlying mutual fund, including (i) its name, (ii) its type, (iii) its investment adviser and any sub-investment adviser, (iv) current expenses, and (v) performance is available in Appendix A to this prospectus. Each underlying mutual fund has issued a prospectus that contains more detailed information about the
Appendix A – Investment Options Available 16
Under the Contract
underlying mutual fund. If you wish to receive paper copies of the prospectuses for the underlying mutual funds, you can inform the Company by calling 1-800-852-4450. You also can obtain a copy by visiting the following website: www.principal.com/FreedomVA2report.
Voting Rights
We vote shares of the underlying mutual funds owned by the Separate Account according to the instructions of Contract owners.
We will notify you of shareholder meetings of the mutual funds underlying the divisions in which you hold units. We will send you proxy materials and instructions for you to provide voting instructions to us. We will arrange for the handling and tallying of proxies received from you and other owners. If you give no voting instructions, we will vote those shares in the same proportion as shares for which we received instructions. Because there is no required minimum number of votes, a small number of votes can have a disproportionate effect.
We determine the number of fund shares that you may instruct us to vote by allocating one vote for each $100 of accumulated value in the division. Fractional votes are allocated for amounts less than $100. We determine the number of underlying mutual fund shares you may instruct us to vote as of the record date established by the underlying mutual fund for its shareholder meeting. In the event that applicable law changes or we are required by regulators to disregard voting instructions, we may decide to vote the shares of the underlying mutual funds in our own right.
7. CHARGES
Certain charges are deducted under the Contract. If the charge is not sufficient to cover our costs, we bear the loss. If the expense is more than our costs, the excess is profit to the Company. We expect a profit from all the fees and charges listed below, except the Annual Administrative Expenses Fee, Transaction Fee and Premium Tax.
In addition to the charges under the Contract, there are also deductions from and expenses paid out of the assets of the underlying mutual funds which are described in the underlying mutual funds’ prospectuses.
Deferred Sales Load (“Surrender Charge”)
No sales charge is collected or deducted when premium payments are applied under the Contract. A surrender charge is assessed on certain total or partial surrenders. The surrender charge would be deducted from the accumulated value remaining in the investment option(s) from which the amount is surrendered.
If you specify surrender allocation percentages as part of a partial surrender request, the allocation percentages will also apply to the surrender charges. If you do not provide us with specific percentages, we will use your premium payment allocation percentages for the partial surrender, which will also apply to the surrender charges.
The amounts we receive from the surrender charge are used to cover some of the expenses of the sale of the Contract (primarily commissions, as well as other promotional or distribution expenses). If the surrender charge collected is not enough to cover the actual costs of distribution, the costs are paid from the Company’s General Account assets which include profit, if any, from the mortality and expense risks charge.
NOTE: If you plan to make multiple premium payments, you need to be aware that each premium payment has its own surrender charge period (shown below). The surrender charge for any total or partial surrender is a percentage of all premium payments surrendered which were received by us during the contract years prior to the surrender. The applicable percentage which is applied to the premium payments surrendered is determined by the following table.
Surrender charge (as a percentage of amounts surrendered):
| Number of completed contract years since each premium payment was made | Surrender charge applied to all premium payments received in that contract year | ||||
0 (year of premium payment) | 3% | ||||
| 1 | 3% | ||||
| 2 | 2% | ||||
| 3 | 1% | ||||
| 4 and later | 0 | ||||
Appendix A – Investment Options Available 17
Under the Contract
Each premium payment begins in year 0 for purposes of calculating the percentage applied to that premium payment. However, premium payments are added together by contract year for purposes of determining the applicable surrender charge. If your contract year begins April 1 and ends March 31 the following year, all premium payments received during that period are considered to have been made in that contract year.
For purpose of calculating surrender charges, we assume that surrenders and transfers are made in the following order:
•first from premium payments no longer subject to a surrender charge;
•then from the free surrender privilege (first from the earnings, then from the oldest premium payments (i.e., on a first-in, first-out basis)) described below; and
•then from premium payments subject to a surrender charge on a first-in, first-out basis.
NOTE: Partial surrenders may be subject to both a surrender charge and a transaction fee.
Free Surrender Amount
The free surrender amount may be surrendered without a surrender charge. This amount is the greater of:
•earnings in the Contract (earnings equal accumulated value less unsurrendered premium payments as of the date of the surrender); or
•10% of the premium payments, decreased by any partial surrenders and partial annuitizations since the last Contract anniversary.
Any amount not taken under the free surrender amount in a contract year is not added to the amount available under the free surrender amount for any following contract year(s).
Unscheduled partial surrenders of the free surrender amount may be subject to the transaction fee (see Transaction Fee in this section).
When Surrender Charges Do Not Apply
The surrender charge does not apply to:
•amounts applied under an annuity benefit payment option; or
•payment of any death benefit; or
•amounts surrendered from a Contract that had been continued by a surviving spouse; or
•amounts distributed to satisfy the minimum distribution requirement of Section 401(a)(9) of the Internal Revenue Code, provided that the amount surrendered does not exceed the minimum distribution amount which would have been calculated based on the value of this Contract alone; or
•an amount transferred from a Contract used to fund an IRA to another annuity contract issued by the Company to fund an IRA of the participant’s spouse when the distribution is made pursuant to a divorce decree.
Waiver of Surrender Charge Rider
This rider is automatically added to the Contract at issue (subject to state approval and state variations may apply). There is no additional charge for this benefit. We may withdraw or prospectively restrict the availability of this rider at any time. For more information regarding availability or features of this rider, you may contact your financial professional or call us at 1-800-852-4450.
This rider waives the surrender charge on surrenders made after the first Contract anniversary if the original owner or original annuitant has a critical need. A critical need is limited to confinement to a health care facility, terminal illness diagnosis, or total and permanent disability.
The benefits are available for a critical need if the following conditions are met:
•the original owner or original annuitant has a critical need (NOTE: a change of ownership will terminate this rider and, once terminated, the rider may not be reinstated); and
•the critical need did not exist before the contract date.
For the purposes of this rider, the following definitions apply:
•health care facility - a licensed hospital or inpatient nursing facility providing daily medical treatment and keeping daily medical records for each patient (not primarily providing just residency or retirement care). This does not include a facility owned or operated by the owner, annuitant or a member of their immediate family. It also does not include a facility primarily providing drug or alcohol treatment. If the critical need is confinement to a health care facility, the confinement must continue for at least 60 consecutive days after the contract date and the surrender must occur within 90 days of the confinement’s end. Notice must be provided within 90 days after confinement ends.
Appendix A – Investment Options Available 18
Under the Contract
•terminal illness - sickness or injury that results in the owner’s or annuitant’s life expectancy being 12 months or less from the date notice to receive a distribution from the Contract is received by the Company. In Texas and New Jersey terminal illness is not included in the criteria for critical need.
•total and permanent disability - a disability that occurs after the contract date but before the original owner or annuitant reaches age 65 and qualifies to receive social security disability benefits. In New York, a different definition of total and permanent disability applies. In Oregon, total and permanent disability is not included in the criteria for critical need.
NOTE: The waiver of surrender charge rider is not available in Massachusetts.
Transaction Fees
To assist in covering our administration costs, we reserve the right to charge a transaction fee of the lesser of $30 or 2% of each unscheduled partial surrender after the 12th unscheduled partial surrender in a contract year. The transaction fee would be deducted from the accumulated value remaining in the investment option(s) from which the amount is surrendered, on a pro rata basis.
To assist in covering our administration costs or to discourage market timing, we also reserve the right to charge a transaction fee of the lesser of $25 or 2% of each unscheduled transfer after the first unscheduled transfer in a contract year. The transaction fee would be deducted from the investment option(s) from which the amount is transferred, on a pro rata basis.
If we elect to begin charging for the transaction fees, we will provide you with 30 days advance written notice.
Premium Taxes
We do not currently assess premium taxes for any Contract at issue. We reserve the right to deduct an amount to cover any premium taxes imposed by states or other jurisdictions. If we elect to begin deducting any premium taxes, we will provide you with advance written notice. Any deduction is made from either a premium payment when we receive it, or the accumulated value when you request a surrender (total or partial) or you request application of the accumulated value (full or partial) to an annuity benefit payment option. Premium taxes range from 0% in most states to as high as 3.50%.
Base Contract Annual Expenses
Mortality and Expense Risks Charge
We assess each division with a daily charge for mortality and expense risks. The annual rate of the charge is 0.95% of the accumulated value. We reserve the right to increase this charge to an annual maximum of 1.25% of the accumulated value. We will provide prior written notice in the event that we decide to exercise our right to increase the annual charge. This charge is assessed only prior to the annuitization date. This charge is assessed daily when the unit value is calculated. Unit values are calculated each valuation date at the close of the valuation period.
This charge compensates us for our direct and indirect costs associated with administering and providing benefits under the annuity contracts, and selling the annuity contracts (including marketing expenses). It also is designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the contracts. If the mortality and expense risks charge is not enough to cover our costs, we bear the loss. If the mortality and expense risks charge is more than our costs, the excess is profit to the Company.
Administration Charge
Currently, we do not impose a Separate Account administration charge. We reserve the right to assess such a charge up to an annual maximum of 0.15% of the average daily net assets of the Separate Account divisions. If we elect to change the Administration Charge, we will provide you with 30 days advance written notice. This charge would be assessed only prior to the annuitization date. This charge is assessed daily when the unit value is calculated. This charge is assessed daily when the unit value is calculated. Unit values are calculated each valuation date at the close of the valuation period. The administration charge is intended to cover our costs for administration of the Contract that are not covered in the mortality and expense risks charge.
If we assess the administration charge in the future and it is not enough to cover our costs, we bear the loss. If the administration charge is more than our costs, the excess would be profit to the Company.
Appendix A – Investment Options Available 19
Under the Contract
Special Provisions for Group or Sponsored Arrangements
Where permitted by state law, Contracts may be purchased under group or sponsored arrangements as well as on an individual basis.
Group Arrangement - program under which a trustee, employer or similar entity purchases Contracts covering a group of individuals on a group basis.
Sponsored Arrangement - program under which an employer permits group solicitation of its employees or an association permits group solicitation of its members for the purchase of Contracts on an individual basis.
The charges and deductions described above may be reduced or eliminated for Contracts issued in connection with group or sponsored arrangements. The rules in effect at the time the application is approved will determine if reductions apply. Reductions may include but are not limited to sales of Contracts without, or with reduced, mortality and expense risks charges, annual administrative expense fees or surrender charges.
Eligibility for and the amount of these reductions are determined by a number of factors, including the number of individuals in the group, the amount of expected premium payments, total assets under management for the owner, the relationship among the group’s members, the purpose for which the Contract is being purchased, the expected persistency of the Contract, and any other circumstances which, in our opinion, are rationally related to the expected reduction in expenses. Reductions reflect the reduced sales efforts and administration costs resulting from these arrangements. We may modify the criteria for and the amount of the reduction in the future. Modifications will not unfairly discriminate against any person, including affected owners and other owners with contracts funded by the Separate Account.
Distribution of the Contract
The Company paid compensation to broker-dealers, financial institutions, and other parties (“Financial Intermediaries”) for the sale of the Contract according to schedules in the sales agreements and other agreements reached between the Company and the Financial Intermediaries. Such compensation generally consisted of commissions on Contributions made under the Contract.
Principal Securities, Inc. (“PSI”), the principal underwriter of the Contract, also receives 12b-1 fees in connection with certain underlying mutual funds in the contracts. PSI currently receives 12b-1 fees for Principal Variable Contracts Funds.
Underlying Mutual Fund Charges
Charges are deducted from and expenses paid out of the assets of the underlying mutual funds that are described in the prospectuses for those underlying mutual funds. A complete list of the underlying mutual funds available under the Contract, including their annual expenses, may be found in APPENDIX A - INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.
8. GENERAL DESCRIPTION OF THE CONTRACT
The Principal® Freedom 2 Variable Annuity is significantly different from a fixed annuity. As the owner of a variable annuity, you assume the risk of investment gain or loss rather than the Company. The Separate Account division value under a variable annuity is not guaranteed and varies with the investment performance of the underlying mutual funds.
Based on your investment objectives, you direct the allocation of premium payments and accumulated values. There can be no assurance that your investment objectives will be achieved.
Contract Rights
During the accumulation period, you have material rights to the benefits under the Contract. The benefits include making additional premium payments, transferring between investment options, taking surrenders and annuitizing the Contract. The annuitant and any joint annuitant (if not the owner or joint owner, respectively) do not have any rights to the Contract. All of your rights of ownership cease upon your death. At that point the death benefit will become payable according to your benefit instructions.
During the annuity period you are still the only person with material rights to the contract. After the death of the owner the primary beneficiary(ies) have the rights to the death benefit, if any.
Appendix A – Investment Options Available 20
Under the Contract
If your Contract is part of a qualified plan, IRA, SEP, or SIMPLE-IRA, you may not change either the owner or the annuitant.
You may change the owner and/or annuitant of your non-qualified Contract at any time. Your request must be in writing and approved by us. After approval, the change is effective as of the date you signed the request for change. We reserve the right to require that you send us the Contract so that we can record the change.
If an annuitant who is not an owner dies while the Contract is in force, a new annuitant may be named unless the owner is a corporation, trust or other entity.
While this Contract is in force, you have the right to name or change a beneficiary. This may be done as part of the application process or by sending us a written request. Unless you have named an irrevocable beneficiary, you may change your beneficiary designation by sending us notice.
In California, for owners age 60 or older, we allocate initial premium payments to the Money Market division during the examination offer period unless you elect to immediately invest in the allocations you selected. If your premium payments were allocated to the Money Market division, after the free look period ends, your accumulated value will be converted into units of the division(s) according to your allocation instructions. The units allocated will be based on the unit value next determined for each division.
Contract Provisions and Limitations
Premium Payments
•The initial premium payment must be at least $10,000.
•If you are making premium payments through a payroll deduction plan or through a bank (or similar financial institution) account under an automated investment program, your initial and subsequent premium payments must be at least $100.
•All premium payments are subject to a surrender charge period that begins in the contract year each premium payment is received.
•Subsequent premium payments must be at least $500 and can be made until the annuitization date (we reserve the right to change the minimum subsequent premium payment amount but it will not be greater than $1,000).
•Premium payments are to be made by personal or financial institution check (for example, a cashier’s check). We reserve the right to refuse any premium payment that we feel presents a fraud or money laundering risk. Examples of the types of premium payments we will not accept are cash, money orders, starter checks, travelers checks, credit card checks, and foreign checks.
•No premium payments will be permitted after the annuitization date.
•If you are a member of a retirement plan covering three or more persons, the initial and subsequent premium payments for the Contract must average at least $100 and cannot be less than $50.
•The total sum of all premium payments for a Contract may not be greater than $2,000,000 (maximum premium limit) without our prior approval. For further information, please call 1-800-852-4450.
•If no premium payments are made during two consecutive calendar years and the accumulated value is less than $2,000, we reserve the right to terminate the Contract.
Allocating Premium Payments
•On your application, you direct how your premium payments will be allocated to the investment options.
•A complete list of the divisions may be found in Appendix A. Each division invests in shares of an underlying mutual fund. More detailed information about the underlying mutual funds can be found in the current prospectus for each underlying mutual fund, which can be found here: www.principal.com/FreedomVA2report.
•Allocations must be in percentages.
•Percentages must be in whole numbers and total 100%.
•Subsequent premium payments are allocated according to your then current allocation instructions.
•Changes to the allocation instructions are made without charge.
•A change is effective on the next valuation period after we receive your new instructions in good order.
Appendix A – Investment Options Available 21
Under the Contract
•You can change the current allocations and future allocation instructions by:
•mailing your instructions to us;
•calling us at 1-800-852-4450 (if telephone privileges apply);
•faxing your instructions to us at 1-866-894-2087; or
•visiting www.principal.com.
•Changes to premium payment allocations do not result in the transfer of any existing investment option accumulated values. You must provide specific instructions to transfer existing accumulated values. We currently do not charge a transaction fee for these transfers but reserve the right to charge such a fee in the future.
•Premium payments are credited on the basis of the unit value next determined after we receive a premium payment.
Division Transfers
•You may request an unscheduled transfer or set up a scheduled transfer by:
•mailing your instructions to us;
•calling us at 1-800-852-4450 (if telephone privileges apply);
•faxing your instructions to us at 1-866-894-2087; or
•visiting www.principal.com.
•You must specify the dollar amount or percentage to transfer from each division.
•The minimum transfer amount is the lesser of $100 or the value of your division.
•In states where allowed, we reserve the right to reject transfer instructions from someone providing them for multiple contracts for which he or she is not the owner.
Unscheduled Transfers
•You may make unscheduled division transfers from one division to another division.
•Transfer values are calculated using the price next determined after we receive your request in good order.
•We reserve the right to impose a fee of the lesser of $25 or 2% of the amount transferred on each unscheduled transfer after the first unscheduled transfer in a contract year. If we elect to begin charging for the transaction fee, we will provide you with written notice at least 30 days in advance.
Limitations on Unscheduled Transfers
We reserve the right to reject excessive exchanges or purchases if the trade(s) would disrupt the management of the Separate Account, any division of the Separate Account or any underlying mutual fund. In addition, we may suspend or modify transfer privileges in our sole discretion at any time to prevent market timing efforts that could disadvantage other owners. These modifications could include, but not be limited to:
•requiring a minimum time period between each transfer;
•imposing the transaction fee;
•limiting the dollar amount that an owner may transfer at any one time; or
•not accepting transfer requests from someone providing requests for multiple Contracts for which he or she is not the owner.
Scheduled Transfers (Dollar Cost Averaging)
•You may elect to have transfers made on a scheduled basis.
•There is no charge for scheduled transfers and no charge for participating in the scheduled transfer program.
•You must specify the dollar amount of the transfer.
•You select the transfer date (other than the 29th, 30th or 31st) and the transfer period (monthly, quarterly, semi-annually or annually).
•If the selected date is not a valuation date, the transfer is completed on the next valuation date.
•If you want to stop a scheduled transfer, you must provide us notice prior to the date of the scheduled transfer.
•Transfers continue until your value in the division is zero or we receive notice to stop the transfers.
•The number of divisions available for simultaneous transfers will never be less than two. When we have more than two divisions available, we reserve the right to limit the number of divisions from which simultaneous transfers are made.
Appendix A – Investment Options Available 22
Under the Contract
Scheduled transfers are designed to reduce the risks that result from market fluctuations. They do this by spreading out the allocation of your money to investment options over a longer period of time. This allows you to reduce the risk of investing most of your money at a time when market prices are high. The results of this strategy depend on market trends and are not guaranteed.
Example:
Month | Amount Invested | Share Price | Shares Purchased | ||||||||
January | $100 | $25.00 | 4 | ||||||||
February | $100 | $20.00 | 5 | ||||||||
March | $100 | $20.00 | 5 | ||||||||
April | $100 | $10.00 | 10 | ||||||||
May | $100 | $25.00 | 4 | ||||||||
June | $100 | $20.00 | 5 | ||||||||
Total | $600 | $120.00 | 33 | ||||||||
In the example above, the average share price is $20.00 [total of share prices ($120.00) divided by number of purchases (6)]. The average share cost is $18.18 [amount invested ($600.00) divided by number of shares purchased (33)].
Automatic Portfolio Rebalancing (APR)
•APR allows you to maintain a specific percentage of your Separate Account division value in specified divisions over time.
•You may elect APR at any time after the examination offer period has expired.
•APR is not available if you have arranged scheduled transfers from the same division.
•There is no charge for APR transfers and no charge for participating in the APR program.
•APR will be done on the frequency you specify:
•quarterly (on a calendar year or contract year basis); or
•semiannually or annually (on a contract year basis).
•You may rebalance by
•mailing your instructions to us;
•calling us at 1-800-852-4450 (if telephone privileges apply);
•faxing your instructions to us at 1-866-894-2087; or
•visiting www.principal.com.
•Divisions are rebalanced at the end of the next valuation period following your request.
Example: You elect APR to maintain your Separate Account division value with 50% in the Equity Income Division and 50% in the Real Estate Securities Division. At the end of the specified period, 60% of the accumulated value is in the Equity Income Division, with the remaining 40% in the Real Estate Securities Division. By rebalancing, units from the Equity Income Division are redeemed and applied to the Real Estate Securities Division so that 50% of the Separate Account division value is once again in each division.
General Account
Any Contract obligations in excess of the Separate Account value (for example, annuity benefit payments and death benefit payment(s)) become obligations of the General Account. These amounts are subject to Company’s claims-paying ability and financial strength. They also are subject to the rights of the Company’s other creditors.
Contract or Registrant Changes
Any changes we make pursuant to this provision will be made in a manner that is consistent with applicable laws and regulations.
Deletion or Substitution of Separate Account Divisions
The Separate Account is divided into divisions. The assets of each division invest in a corresponding underlying mutual fund. New divisions may be added and made available. We reserve the right, within the law, to make additions, deletions and substitutions for the divisions. We will make no such substitution or deletion without first notifying you and obtaining approval of the appropriate insurance regulatory authorities and the SEC (to the extent required by 1940 Act).
Appendix A – Investment Options Available 23
Under the Contract
If the shares of a division are no longer available for investment or if, in the judgment of our management, investment in a division becomes inappropriate for the purposes of our contract, we may eliminate the shares of a division and substitute shares of another division of the Trust or another open-end registered investment company. Substitution may be made with respect to both existing investments and the investment of future premium payments.
If we eliminate divisions, you may change allocation percentages and transfer any value in an affected division to another division(s) without charge. You may exercise this exchange privilege until the later of 60 days after a) the effective date of the additions, deletions and/or substitutions of the change, or b) the date you receive notice of the options available. You may only exercise this right if you have any value in the affected division(s).
Class of Purchasers
This Contract was only offered to people under the age of 85.
Frequent Transfers among Divisions
This Contract is not designed for frequent trading or market timing activity of the investment options. If you intend to trade frequently and/or use market timing investment strategies, you should not purchase this Contract. The Company does not accommodate market timing.
We consider frequent trading and market timing activities to be abusive trading practices because they:
•Disrupt the management of the underlying mutual funds by:
•forcing the fund to hold short-term (liquid) assets rather than investing for long term growth, which results in lost investment opportunities for the fund; and
•causing unplanned portfolio turnover;
•Hurt the portfolio performance of the underlying mutual funds; and
•Increase expenses of the underlying mutual fund and separate account due to:
•increased broker-dealer commissions; and
•increased record keeping and related costs.
If we are not able to identify such abusive trading practices, the abuses described above will negatively impact the Contract and cause investors to suffer the harms described.
We have adopted policies and procedures to help us identify and prevent abusive trading practices. In addition, the underlying mutual funds monitor trading activity to identify and take action against abuses. While our policies and procedures are designed to identify and protect against abusive trading practices, there can be no certainty that we will identify and prevent abusive trading in all instances. When we do identify abusive trading, we will apply our policies and procedures in a fair and uniform manner.
If we, or an underlying mutual fund that is an investment option with the Contract, deem abusive trading practices to be occurring, we will take action that may include, but is not limited to:
•Rejecting transfer instructions from a Contract owner or other person authorized by the owner to direct transfers;
•Restricting submission of transfer requests by, for example, allowing transfer requests to be submitted by 1st class U.S. mail only and disallowing requests made via the internet, by facsimile, by overnight courier or by telephone;
•Limiting the number of unscheduled transfers during a contract year to no more than 12;
•Prohibiting you from requesting a transfer among the divisions for a minimum of thirty days where there is evidence of at least one round-trip transaction (exchange or redemption of shares that were purchased within 30 days of the exchange/redemption) by you; and
•Taking such other action as directed by the underlying mutual fund.
We support the underlying mutual funds right to accept, reject or restrict, without prior written notice, any transfer requests into a fund.
In some instances, a transfer may be completed prior to a determination of abusive trading. In those instances, we will reverse the transfer (within two business days of the transfer) and return the Contract to the investment option holdings it had prior to the transfer. We will give you notice in writing in this instance.
Financial Intermediary Variations
Appendix A – Investment Options Available 24
Under the Contract
There may be variations in the availability of investment options, Contract benefits, and other Contract features described in this prospectus - including restrictions, limitations, and other variations - which may apply depending on the broker-dealer through which the Contract is sold or continues to be serviced. For example, your financial intermediary may not recommend a particular investment option or benefit to you. Any such financial intermediary variations are not known or reasonably available to the Company, and based on several considerations (e.g., the large number of broker-dealers through whom the Contracts are distributed, and the terms of our existing selling agreements), the Company does not believe it can obtain information about any such financial intermediary variations without unreasonable effort or expense.
You should discuss with your financial professional any limitations, restrictions, or other variations related to the investment options, Contract benefits, and other Contract features that may apply through your financial professional's broker-dealer.
9. ANNUITY PERIOD
Annuitization Date
You may specify an annuitization date in your application. You may change the annuitization date with our prior approval. The request must be in writing. You may not select an annuitization date later than the maximum annuitization date found on the data page. If you do not specify an annuitization date, the annuitization date is the maximum annuitization date shown on the data page.
Full Annuitization
You may annuitize your Contract at any time by electing to receive payments under an annuity benefit payment option. If the accumulated value on the annuitization date is less than $2,000 or if the amount applied under an annuity benefit payment option is less than the minimum requirement, we may pay out the entire amount in a single payment. The Contract would then be canceled. You may select when you want the payments to begin (within the period that begins the business day following our receipt of your instruction and ends one year after our receipt of your instructions).
Once payments begin under the annuity benefit payment option you choose, the option may not be changed. In addition, once payments begin, you may not surrender, withdraw or otherwise liquidate or commute any of the portion of your accumulated value that has been annuitized.
Depending on the type of annuity benefit payment option selected, payments that are initiated either before or after the annuitization date may be subject to penalty taxes (see 13. TAXES). You should consider this carefully when you select or change the annuity benefit payment commencement date.
Partial Annuitization
You have the right to annuitize a portion of your accumulated value. Prior to the annuitization date, you may annuitize a portion of your accumulated value by sending us a notice.
The minimum partial annuitization amount is $2,000. Any partial annuitization request that reduces the accumulated value to less than $5,000 will be treated as a request for full annuitization.
You may select one of the annuity benefit payment options listed below. Once payments begin under the option you selected, the option may not be changed. In addition, once payments begin you may not surrender or otherwise liquidate or commute any portion of your accumulated value that has been annuitized.
Annuity Benefit Payment Options
We offer fixed annuity benefit payments only. No surrender charge is imposed on any portion of your accumulated value that has been annuitized.
You may choose from several fixed annuity benefit payment options. Payments will be made on the frequency you choose. You may elect to have your annuity benefit payments made on a monthly, quarterly, semiannual or annual basis. The dollar amount of the payments is specified for the entire payment period according to the option selected. There is no right to take any total or partial surrenders after the annuitization date. The fixed annuity benefit payment must begin within one year of the annuity benefit election.
The amount of the fixed annuity benefit payment depends on the:
•amount of accumulated value applied to the annuity benefit payment option;
Appendix A – Investment Options Available 25
Under the Contract
•annuity benefit payment option selected;
•age and gender of the annuitant (unless fixed period income option is selected);
•frequency of the annuity benefit payments; and
•duration of the annuity benefit payments.
The amount of the initial payment is determined by applying all or a portion of the accumulated value, less any applicable premium tax and other expenses, as of the date of the application to the annuity table for the annuitant’s annuity benefit payment option, gender, and age. Minimum annuity benefit payment amounts will be based on the Annuity 2000 Mortality Table. This basis is guaranteed for the life of the Contract. With our written approval, other annuity benefit payment options may be available without this guaranteed basis.
Annuity benefit payments generally are higher for male annuitants than for female annuitants with an otherwise identical Contract. This is because statistically females have longer life expectancies than males. In certain states, this difference may not be taken into consideration in determining the payment amount. Additionally, Contracts with no gender distinctions are made available for certain employer-sponsored plans because, under most such plans, gender discrimination is prohibited by law.
The frequency and duration of the annuity benefit payments affect the income amount received. The annuity benefit payments generally are lower if you receive payments more frequently. For example, monthly payments generally will be lower than quarterly payments. Generally, all other factors being equal, the longer the duration of annuity benefit payments, the lower the annuity benefit payments amounts and the shorter the duration, the higher the annuity benefit payment amounts.
You may select an annuity benefit payment option by written request only. Your selection of an annuity benefit payment option for a partial annuitization must be in writing and may not be changed after payments begin. Your selection of an annuity benefit payment option for any portion not previously annuitized may be changed by written request prior to the annuitization date.
If an annuity benefit payment option is not selected, we will automatically apply:
•for Contracts with one annuitant - Life Income with payments guaranteed for a period of 10 years.
•for Contracts with joint annuitants - Joint and Full Survivor Life Income with payments guaranteed for a period of 10 years.
The available annuity benefit payment options for both full and partial annuitizations include:
•Fixed Period Income - Level payments are made for a fixed period. You may select from a range of 5 to 30 years (state variations may apply). If the annuitant dies before the fixed period expires, payments continue to you or the person(s) you designate until the end of the period. If a shorter period is required by law, we will pay a commuted value at the end of that shorter period. Payments stop after all guaranteed payments are made.
•Life Income - Level payments continue for the annuitant’s lifetime. If you defer the first payment date, it is possible that you would receive no payments if the annuitant dies before the first payment date. NOTE: There is no death benefit value remaining and there are no further payments when the annuitant dies.
•Life Income with Period Certain - Level payments continue during the annuitant’s lifetime with a guaranteed payment period of 5 to 30 years. If the annuitant dies before all of the guaranteed payments have been made, the guaranteed payments continue to you or the person(s) you designate until the end of the guaranteed payment period. If a shorter period is required by law, we will pay a commuted value at the end of that shorter period.
•Joint and Survivor - Payments continue as long as either the annuitant or the joint annuitant is alive. You may also choose an option that lowers the amount of income after the death of a joint annuitant. It is possible that you would only receive one payment under this option if both annuitants die before the second payment is due. If you defer the first payment date, it is possible that you would receive no payments if both the annuitants die before the first payment date. NOTE: There is no death benefit value remaining and there are no further payments after both annuitants die.
•Joint and Survivor with Period Certain - Payments continue as long as either the annuitant or the joint annuitant is alive with a guaranteed payment period of 5 to 30 years. You may choose an option that lowers the amount of income after the death of a joint annuitant. If both annuitants die before all guaranteed
Appendix A – Investment Options Available 26
Under the Contract
payments have been made, the guaranteed payments continue to you or the person(s) you designate until the end of the guaranteed payment period. If a shorter period is required by law, we will pay a commuted value at the end of that shorter period.
With our written approval, other annuity benefit payment options may be available.
Supplementary Contract
When you annuitize all or a portion of your Contract’s accumulated value, we issue a supplementary fixed annuity contract that provides an annuity benefit payment based on the amount you have annuitized and the annuity benefit payment option that you have selected. The date of the first annuity payment under the supplementary contract is the effective date of that supplementary contract unless you select a date for the first payment that is later than the supplementary contract effective date. The first annuity benefit payment must be made within one year of the supplementary contract effective date.
Tax Considerations Regarding Annuity Benefit Payment Options
If you own one or more tax qualified annuity contracts, you may avoid tax penalties if payments from at least one of your tax qualified contracts begin no later than April 1 following the calendar year in which you turn age 72. The required minimum distribution payment must be in equal (or substantially equal) amounts over your life or over the joint lives of you and your designated beneficiary. These required minimum distribution payments must be made at least once a year. Tax penalties may apply at your death on certain excess accumulations. You should confer with your tax advisor about any potential tax penalties before you select an annuity benefit payment option or take other distributions from the Contract. Additional rules apply to distributions under non-qualified contracts (see 13. TAXES).
Death of Annuitant (During the Annuitization Period)
If the annuitant dies during the annuity benefit payment period, remaining payments are made to the owner throughout the guaranteed payment period, if any, or for the life of any joint annuitant, if any. If the owner is the annuitant, remaining payments are made to the joint owner, if any, or the named beneficiaries. In all cases the person entitled to receive payments also receives any rights and privileges under the annuity benefit payment option.
Appendix A – Investment Options Available 27
Under the Contract
10. BENEFITS AVAILABLE UNDER THE CONTRACT
The following tables summarize the information about the benefits available under the Contract.
Depending on your financial professional or your financial professional's firm, certain benefits may not be available, or may be available on different terms. See 8. GENERAL DESCRIPTION OF THE CONTRACT - FINANCIAL INTERMEDIARY VARIATIONS.
Name of Benefit | Purpose | Maximum Fee | Brief Description of Restrictions/Limitations | ||||||||
| Death Benefit | Beneficiaries receive a death benefit upon the death of the owner. | No Additional Fee | Withdrawals could significantly reduce the benefit. | ||||||||
| Automatic Portfolio Rebalancing | Allows you to maintain a specific percentage of your Separate Account division value in specified divisions over time. | No Additional Fee | •Can elect to occur quarterly, semi-annually or annually | ||||||||
| Dollar Cost Averaging | Allows for automatic scheduled transfers (at your direction) of specific amounts from any underlying mutual fund to any combination of underlying mutual funds at regular intervals. | No Additional Fee | •Transfer date cannot be on the 29th, 30th or 31st. •Transfers must be monthly, quarterly, semi-annually or annually. •You must provide us notice when you want to stop the scheduled transfers. | ||||||||
| Waiver of Surrender Charge Rider | Waives surrender charges in the event of a critical need. | No Additional Fee | Following conditions must be met: •Owner or Annuitant has “critical need” as defined in the prospectus; and •Critical need did not exist before contract date. | ||||||||
Death Benefit
Another primary benefit under your Contract is a death benefit, which is automatically included with your Contract at no additional cost. Generally, the death benefit is the greatest of a, b or c, where:
a = the accumulated value on the date we receive proof of death and all required documents;
b = the total of premium payments minus an adjustment* for each partial surrender (and any applicable surrender charges and fees) and minus an adjustment* for each partial annuitization made prior to the date we receive proof of death and all required documents; and
c = the highest accumulated value on any Contract anniversary that is wholly divisible by seven (for example, Contract anniversaries 7, 14, 21, 28, etc.) plus any premium payments since that Contract anniversary and minus an adjustment* for each partial surrender (and any applicable surrender charges and fees) and minus an adjustment* for each partial annuitization made after that Contract anniversary.
* The adjustment for each partial surrender (and any applicable surrender charges and fees) and for each partial annuitization made prior to the date we receive proof of death and all required documents is equal to (x divided by y) multiplied by z, where:
x = the amount of the partial surrender (and any applicable surrender charges and fees) or the amount of the
partial annuitization; and
y = the accumulated value immediately prior to the partial surrender or partial annuitization; and
z = the amounts determined in b or c above immediately prior to the partial surrender or partial annuitization.
Appendix A – Investment Options Available 28
Under the Contract
Standard Death Benefit Example
Example 1
Contract issue date = September 1
Initial premium payment = $100,000
Additional premium payments = $0
Withdrawals = $0
On the Contract anniversary in the following calendar year, assume the Contract accumulated value is $90,000.
The Standard Death Benefit is the greatest of a, b, or c below.
a)Accumulated value = $90,000
b)Total premium payments minus any partial surrenders = $100,000 - $0 = $100,000
c)N/A – Contract has not reached 7th Contract anniversary
The Standard Death Benefit on the first Contract anniversary is $100,000.
Example 2
Contract issue date = September 1
Initial premium payment = $100,000
Additional premium payment received on October 3 of the same calendar year = $25,000
Withdrawals = $0
On the Contract anniversary in the following calendar year, assume the Contract accumulated value is $160,000.
The Standard Death Benefit is the greatest of a, b, or c below.
a)Accumulated value = $160,000
b)Total premium payments minus any partial surrenders = $100,000 + $25,000 - $0 = $125,000
c)N/A – Contract has not reached 7th Contract anniversary
The Standard Death Benefit on the first Contract anniversary is $160,000.
Example 3
Contract issue date = September 1
Initial premium payment = $100,000
Additional premium payments = $0
Withdrawals = $0
On the 7th Contract anniversary, assume the Contract accumulated value is $150,000.
On the 8th Contract anniversary, assume the Contract accumulated value is $140,000.
The Standard Death Benefit is the greatest of a, b, or c below.
a)Accumulated value = $140,000
b)Total premium payments minus any partial surrenders = $100,000 - $0 = $100,000
c)Contract accumulated value on 7th Contract anniversary = $150,000
The Standard Death Benefit on the 8th Contract anniversary is $150,000.
Appendix A – Investment Options Available 29
Under the Contract
Example 4
Contract issue date = September 1
Initial premium payment = $100,000
Additional premium payments = $0
Withdrawal on September 1 of next calendar year = $10,000
On the Contract anniversary in the following calendar year, assume the Contract accumulated value immediately after to the withdrawal is $115,000.
The Standard Death Benefit is the greatest of a, b, or c below.
a)Accumulated value = $115,000
b)Total premium payments minus any partial surrenders = $100,000 – [$100,000 * ($10,000 / $125,000)] = $92,000
c)N/A – Contract has not reached 7th Contract anniversary
The Standard Death Benefit on the first Contract anniversary is $115,000.
Payment of Death Benefit
The death benefit is usually paid within five business days of our receiving all required documents (including proof of death) to process the claim. Payment is made according to benefit instructions provided by you. Some states require this payment to be made in less than five business days. Under certain circumstances, this payment may be delayed (see 16. ADDITIONAL INFORMATION ABOUT THE CONTRACT - Delay of Payments).
NOTE: Proof of death includes: a certified copy of a death certificate; a certified copy of a court order; a written statement by a medical doctor; or other proof satisfactory to us.
The accumulated value remains invested in the divisions until the valuation period during which we receive the required documents. If more than one beneficiary is named, a beneficiary’s portion of the death benefit remains invested in the divisions until the valuation period during which we receive the required documents for that beneficiary. We pay interest (as required by state law) on the death benefit from the date we receive all required documents until payment is made or until the death benefit is applied under an annuity benefit payment option. After payment of all of the death benefit (including any applicable interest), the Contract is terminated.
If a beneficiary dies before you, upon your death we will make equal payments to the surviving beneficiaries unless you provided us with other written instructions. If no beneficiary(ies) survives you, the death benefit is paid to your estate in a single payment.
Before the annuitization date, you may give us written instructions for payment under a death benefit option. If we do not receive your instructions, a death benefit is paid according to instructions from the beneficiary(ies). The beneficiary(ies) may elect to apply a death benefit under an annuity benefit payment option or receive a death benefit as a single payment. Generally, unless the beneficiary(ies) elects otherwise, we pay a death benefit in a single payment, subject to proof of your death.
No surrender charge applies when a death benefit is paid.
Appendix A – Investment Options Available 30
Under the Contract
The following table illustrates the various situations and the resulting death benefit payment if you die before the annuitization date.
If you die and . . . | And . . . | Then . . . | ||||||
You are the sole owner | Your spouse is not named as a primary beneficiary | The beneficiary(ies) receives the death benefit under the Contract. If a beneficiary dies before you, on your death we will make equal payments to the surviving beneficiaries unless you provided us with other written instructions. If no beneficiary(ies) survives you, the death benefit is paid to your estate in a single payment. Upon your death, only your beneficiary’s(ies’) right to the death benefit will continue; all other rights and benefits under the Contract will terminate. | ||||||
You are the sole owner | Your spouse is named as a primary beneficiary | Your spouse may either a. elect to continue the Contract; or b. receive the death benefit under the Contract. All other beneficiaries receive the death benefit under the Contract. If a beneficiary dies before you, on your death we will make equal payments to the surviving beneficiaries unless you provided us with other written instructions. If no beneficiary(ies) survives you, the death benefit is paid to your estate in a single payment. Unless your spouse elects to continue the Contract, only your spouse’s and any other beneficiary’s(ies’) right to the death benefit will continue; all other rights and benefits under the Contract will terminate. | ||||||
You are a joint owner | The surviving joint owner is not your spouse | The surviving owner receives the death benefit under the Contract. Upon your death, only the surviving owner’s right to the death benefit will continue; all other rights and benefits under the Contract will terminate. | ||||||
You are a joint owner | The surviving joint owner is your spouse | Your spouse may either a. elect to continue the Contract; or b. receive the death benefit under the Contract. Unless the surviving spouse owner elects to continue the Contract, upon your death, only your spouse’s right to the death benefit will continue; all other rights and benefits under the rider and the Contract will terminate. | ||||||
| If . . . | And . . . | Then . . . | ||||||
| The annuitant dies | The owner is not a natural person | The beneficiary(ies) receives the death benefit under the Contract. If a beneficiary dies before the annuitant, on the annuitant’s death we will make equal payments to the surviving beneficiaries unless the owner provided us with other written instructions. If no beneficiary(ies) survives the annuitant, the death benefit is paid to the owner. Upon the annuitant’s death, only the beneficiary’s(ies’) right to the death benefit will continue; all other rights and benefits under the Contract will terminate. | ||||||
Automatic Portfolio Rebalancing (APR)
For details about this benefit, see 8. GENERAL DESCRIPTION OF THE CONTRACT.
Scheduled Transfers (Dollar Cost Averaging)
For details about this benefit, see 8. GENERAL DESCRIPTION OF THE CONTRACT.
Appendix A – Investment Options Available 31
Under the Contract
Waiver of Surrender Charge Rider
For details about the waiver of surrender charge rider, see 3. OVERVIEW OF THE CONTRACT.
11. PURCHASES AND CONTRACT VALUE
How to Buy a Contract
If you want to buy a Contract, you must submit an application and make an initial premium payment. If you are buying the Contract to fund a SIMPLE-IRA or SEP, an initial premium payment is not required at the time you send in the application. If the application is complete and the Contract applied for is suitable and meets all other regulatory requirements, the Contract is issued. If the completed application is received in good order, the initial premium payment is credited within two valuation days after the later of receipt of the application or receipt of the initial premium payment at our home office. If the initial premium payment is not credited within five valuation days, it is refunded unless we have received your permission to retain the premium payment until we receive the information necessary to issue the Contract.
The date the Contract is issued is the contract date. The contract date is the date used to determine contract years, regardless of when the Contract is delivered.
Accumulated Value
The accumulated value of your Contract is the total of the Separate Account division value.
There is no guaranteed minimum Separate Account division value. The value reflects the investment experience of the divisions that you choose and also reflects your premium payments, partial surrenders, surrender charges, partial annuitizations and the Contract expenses deducted from the Separate Account.
The Separate Account division value changes from day to day. To the extent the accumulated value is allocated to the Separate Account divisions, you bear the investment risk. At the end of any valuation period, your Contract’s value in a division is:
•the number of units you have in a division multiplied by
•the value of a unit in the division.
The number of units is equal to the total units purchased by allocations to the division from:
•your initial premium payment;
•subsequent premium payments; and
•transfers from another investment option
minus units sold:
•for partial surrenders and/or partial annuitizations from the division;
•as part of a transfer to another division; and
•to pay Contract charges and fees (not deducted as part of the daily unit value calculation).
Unit values are calculated each valuation date at the close of normal trading of the NYSE (generally 4:00 p.m. EST). To calculate the unit value of a division, the unit value from the previous valuation date is multiplied by the division’s net investment factor for the current valuation period. The number of units does not change due to a change in unit value.
Appendix A – Investment Options Available 32
Under the Contract
The net investment factor measures the performance of each division. The net investment factor for a valuation period is [(a plus b) divided by (c)] minus d where:
a = the share price (net asset value) of the underlying mutual fund at the end of the valuation period;
b = the per share amount of any dividend* (or other distribution) made by the mutual fund during the valuation period;
c = the share price (net asset value) of the underlying mutual fund at the end of the previous valuation period; and
d = the total Separate Account expenses. The Separate Account annual expenses are calculated by dividing the annual amount of the charge by 365 and multiplying the number of days in the valuation period.
* When an investment owned by an underlying mutual fund pays a dividend, the dividend increases the net asset value of a share of the underlying mutual fund as of the date the dividend is recorded. As the net asset value of a share of an underlying mutual fund increases, the unit value of the corresponding division also reflects an increase. Payment of a dividend under these circumstances does not increase the number of units you own in the division.
The Company reserves the right to terminate a Contract and send you the accumulated value if no premiums are paid during two consecutive calendar years and the accumulated value (or total premium payments less partial surrenders and applicable surrender charges) is less than $2,000. The Company will first notify you of its intent to exercise this right and give you 60 days to increase the accumulated value to at least $2,000.
Distribution of the Contract
The principal underwriter of the Contract is Principal Securities, Inc. (“PSI”), which is a wholly-owned subsidiary of Principal Financial Services, Inc. and an affiliate of the Company. PSI’s address is Principal Securities, Inc., 655 9th Street, Des Moines, IA 50392.
12. SURRENDERS AND WITHDRAWALS
This section describes general surrenders and withdrawals (“surrenders”) under your Contract.
Surrenders
You may surrender your Contract by providing us notice. Surrender requests may be sent to us at the following address (or by contacting us as set forth in 16. ADDITIONAL INFORMATION ABOUT THE CONTRACT – Telephone and Internet Services):
Principal Life Insurance Company
PO Box 9382
Des Moines, Iowa 50306-9382
Surrenders result in the redemption of units and your receipt of the value of the redeemed units minus any applicable surrender charge and fees. Surrender values are calculated using the price next determined after we receive your request. Surrenders from the Separate Account are generally paid within seven days of the effective date of the request for surrender (or earlier if required by law). However, certain delays in payment are permitted (see 16. ADDITIONAL INFORMATION ABOUT THE CONTRACT – Delay of Payments). Surrenders before age 59½ may involve an income tax penalty (see 13. TAXES).
You may specify surrender allocation percentages with each partial surrender request. If you do not provide us with specific percentages, we will use your premium payment allocation percentages for the partial surrender. Surrenders may be subject to a surrender charge (see 7. CHARGES).
Appendix A – Investment Options Available 33
Under the Contract
Free Surrender Amount
The free surrender amount may be surrendered without a surrender charge. This amount is the greater of:
•earnings in the Contract (earnings equal accumulated value less unsurrendered premium payments as of the date of the surrender); or
•10% of the premium payments, decreased by any partial surrenders and partial annuitizations since the last Contract anniversary.
Any amount not taken under the free surrender amount in a contract year is not added to the amount available under the free surrender amount for any following contract year(s).
Unscheduled partial surrenders of the free surrender amount may be subject to the transaction fee (see 7. CHARGES - Transaction Fee).
When Surrender Charges Do Not Apply
The surrender charge does not apply to:
•amounts applied under an annuity benefit payment option; or
•payment of any death benefit, however, the surrender charge does apply to premium payments made by a surviving spouse after an owner’s death; or
•amounts distributed to satisfy the minimum distribution requirement of Section 401(a)(9) of the Internal Revenue Code, provided that the amount surrendered does not exceed the minimum distribution amount which would have been calculated based on the value of this Contract alone; or
•an amount transferred from a Contract used to fund an IRA to another annuity contract issued by the Company to fund an IRA of the participant’s spouse when the distribution is made pursuant to a divorce decree.
Total Surrender
•You may surrender the Contract at any time before the annuitization date.
•Surrender values are calculated using the price next determined after we receive your request in good order.
•The cash surrender value is your accumulated value minus any applicable surrender charges and fee(s) (Contract fee and/or prorated share of the charge(s) for the rider(s)).
•We reserve the right to require you to return the Contract.
•The written consent of all collateral assignees and irrevocable beneficiaries must be obtained prior to surrender. A collateral assignment is an agreement under which you assign the annuity benefits to a lender as collateral for a loan. An irrevocable beneficiary is someone whose name cannot be removed from this annuity contract without his or her consent.
Unscheduled Partial Surrender
•You may surrender a part of your accumulated value at any time before the annuitization date.
•You must specify the dollar amount of the surrender (which must be at least $100).
•The surrender is effective at the end of the valuation period during which we receive your written request for surrender.
•The surrender is deducted from your investment options according to your surrender allocation percentages.
•If surrender allocation percentages are not specified, we use your premium payment allocation percentages.
•We surrender units from your investment options to equal the dollar amount of the surrender request plus any applicable surrender charge and transaction fee, if any.
•Your accumulated value after the unscheduled partial surrender must be equal to or greater than $5,000; we reserve the right to increase this amount up to and including $10,000.
•The written consent of all collateral assignees and irrevocable beneficiaries must be obtained prior to surrender.
Appendix A – Investment Options Available 34
Under the Contract
Scheduled Partial Surrender
•You may request partial surrenders from any of your investment options on a scheduled basis.
•Your accumulated value must be at least $5,000 when the scheduled partial surrenders begin.
•You may specify monthly, quarterly, semi-annually or annually and choose a surrender date (other than the 29th, 30th or 31st).
•If the selected date is not a valuation date, the partial surrender is completed on the next valuation date.
•All scheduled partial surrenders occurring on the Contract anniversary are reflected in the values for the prior contract year.
•We surrender units from your investment options to equal the dollar amount of the partial surrender request plus any applicable partial surrender charge.
•The partial surrenders continue until your value in the investment option is zero or we receive written notice to stop the partial surrenders.
•The written consent of all collateral assignees and irrevocable beneficiaries must be obtained prior to partial surrender.
13. TAXES
The following description is a general summary of the tax rules, primarily related to federal income taxes, which in our opinion are currently in effect. These rules are based on laws, regulations and interpretations which are subject to change at any time. This summary is not comprehensive and is not intended as tax advice. Federal estate and gift tax considerations, as well as state and local taxes, may also be material. You should consult a tax advisor about the tax implications of taking action under a Contract or related retirement plan.
Taxation of Non-Qualified Contracts
Non-Qualified Contracts
Section 72 of the Internal Revenue Code (the “Code”) governs the income taxation of annuities in general.
•Premium payments made under non-qualified contracts are not excludable or deductible from your gross income or any other person’s gross income.
•An increase in the accumulated value of a non-qualified contract owned by a natural person resulting from the investment performance of the Separate Account is generally not taxable until paid out as surrender proceeds, death benefit proceeds, or otherwise.
•Generally, owners who are non-natural persons (such as a trust, partnership or corporation) are immediately taxed on any increase in the accumulated value unless the non-natural person is acting as an agent for a natural person.
The following discussion applies generally to Contracts owned by natural persons.
•Surrenders or partial surrenders are taxed as ordinary income to the extent of the accumulated income or gain under the Contract.
•The value of the Contract pledged or assigned is taxed as ordinary income to the same extent as a partial surrender.
•Annuity benefit payments:
•The basic rule for taxing annuity benefit payments is that part of each annuity benefit payment is considered a nontaxable return of the investment in the Contract and part is considered taxable income. An “exclusion ratio” is applied to each annuity benefit payment to determine how much of the payment is excludable from gross income. The remainder of the annuity benefit payment is includable in gross income for the year received.
•The “investment in the Contract” is generally the total of the premium payments made less any tax-free return of premiums.
•After the investment in the Contract is paid out, the full amount of any annuity benefit payment is taxable.
For purposes of determining the amount of taxable income resulting from distributions, all Contracts and other annuity contracts issued by us or our affiliates to the same owner within the same calendar year are treated as if they are a single contract.
Transfer of ownership may have tax consequences to the owner. For owners who are non-natural persons changing the annuitant may have tax consequences to the owner. Please consult with your tax advisor before changing the owner or annuitant on your Contract.
Appendix A – Investment Options Available 35
Under the Contract
Required Distributions for Non-Qualified Contracts
In order for a non-qualified contract to be treated as an annuity contract for federal income tax purposes, the Code requires:
•If the person receiving payments dies on or after the annuitization date but prior to the time the entire interest in the Contract has been distributed, the remaining portion of the interest is distributed at least as rapidly as under the method of distribution being used as of the date of that person’s death.
•If you die prior to the annuitization date, the entire interest in the Contract will be distributed:
•within five years after the date of your death; or
•as annuity benefit payments (or similar periodic payments) which begin within one year of your death and which are made over the life of your designated beneficiary or over a period not extending beyond the life expectancy of that beneficiary.
•If the Contract is owned by a trust, corporation or other non-natural person, then the death of the annuitant will be treated as the death of the owner.
Generally, unless the beneficiary elects otherwise, the above requirements are satisfied prior to the annuitization date by paying the death benefit in a single payment, subject to proof of your death. The beneficiary may elect, by written request, to receive an annuity benefit payment option instead of a single payment.
If your designated beneficiary is your surviving spouse, the Contract may be continued with your spouse deemed to be the new owner for purposes of the Code. When the owner receiving payments is not a natural person, the required distributions provided for in the Code apply upon the death of the annuitant.
Early Distribution Penalty
If you take a premature distribution from the Contract, you may incur a 10% income tax penalty on the taxable portion of the distribution, unless the distribution is:
•made on or after you reach age 59½;
•made to a beneficiary on or after your death;
•made upon your disability as defined in the Code;
•part of a series of substantially equal periodic payments for the life or life expectancy of you or you and your designated beneficiary;
•made under an immediate annuity contract; or
•allocable to contributions made prior to August 14, 1982.
Tax reporting distributions from an annuity contract that is owned by a trust: The Internal Revenue Service (IRS) determined in Private Letter Ruling 202031008 that a non-grantor trust cannot attain age 59½, become disabled, or have a life expectancy. Thus, the IRS held that those three exceptions to the 10% penalty are not applicable to distributions from a deferred annuity contract that is owned by a non-grantor trust. Alternatively, the IRS held that a deferred annuity contract owned by a grantor trust can utilize those three exceptions if the grantor qualifies for the exception (for example, the grantor attained age 59½ at the time of the distribution). Consult a tax advisor for further information.
Tax-Free Exchanges
Under Section 1035 of the Code, the exchange of one annuity contract for another is not a taxable transaction if the same owner is on each contract in the exchange, but may be reportable to the IRS.
Net Investment Income Tax
The Net Investment Income Tax is imposed at a rate of 3.8% on net investment income for higher tax bracket individuals.
This tax may apply to an individual’s net investment income if the individual’s modified Adjustable Gross Income exceeds $200,000 for a single filer or $250,000 for a married filing jointly filer. The tax applies to income from interest, dividends, annuities, royalties and rents not obtained in a normal trade of business. The tax may also apply to certain trusts and estates with net investment income.
Income from annuities that are part of a qualified retirement plan (as described in the following section) are not treated as investment income for the purpose of this new tax and thus are not subject to the new 3.8% rate but may be includible for purposes of determining whether the applicable Net Investment Income Tax income limits are exceeded.
Appendix A – Investment Options Available 36
Under the Contract
Taxation of Qualified Contracts
Tax-Qualified Contracts: IRA, SEP, and SIMPLE-IRA
The Contract may be used to fund IRAs, SEPs, and SIMPLE-IRAs.
•IRA – An Individual Retirement Annuity (IRA) is a retirement savings annuity. Contributions grow tax deferred.
•SEP-IRA – SEP stands for Simplified Employee Pension and is a form of IRA. A SEP allows you, as an employer, to provide retirement benefits for your employees by contributing to their IRAs.
•SIMPLE-IRA – SIMPLE stands for Savings Incentive Match Plan for Employees. A SIMPLE-IRA allows employees to save for retirement by deferring salary on a pre-tax basis and receiving predetermined company contributions.
The tax rules applicable to owners, annuitants and other payees vary according to the type of plan and the terms and conditions of the plan itself. In general, premium payments made under a retirement program recognized under the Code are excluded from the participant’s gross income for tax purposes prior to the annuity benefit payment date (subject to applicable state law). The portion, if any, of any premium payment made that is not excluded from their gross income is their investment in the Contract. Aggregate deferrals under all plans at the employee’s option may be subject to limitations.
Tax-qualified retirement arrangements, such as IRAs, SEPs, and SIMPLE-IRAs, are tax-deferred. You derive no additional benefit from the tax deferral feature of the annuity. Consequently, an annuity should be used to fund an IRA, or other tax qualified retirement arrangement to benefit from the annuity’s features other than tax deferral. These features may include guaranteed lifetime income, death benefits without surrender charges, guaranteed caps on fees, and the ability to transfer among investment options without sales or withdrawal charges.
The tax implications of these plans are further discussed in the SAI under the heading Taxation Under Certain Retirement Plans. Check with your tax advisor for the rules which apply to your specific situation.
Premature Distributions
There is a 10% additional penalty tax under the Code on the taxable portion of a “premature distribution” from IRAs, IRA rollovers, SEP-IRAs and SIMPLE-IRAs. The tax penalty is increased to 25% in the case of distributions from SIMPLE-IRAs during the first two years of participation in the SIMPLE IRA. Generally, an amount is a “premature distribution” unless the distribution is:
•made on or after you reach age 59½;
•made to a beneficiary on or after your death;
•made upon your disability as defined in the Code;
•part of a series of substantially equal periodic payments for the life or life expectancy of you or you and your designated beneficiary;
•made to pay certain deductible medical expenses;
•for health insurance premiums while unemployed;
•for first home purchases (up to $10,000);
•for qualified higher education expenses;
•for qualified disaster tax relief distributions;
•for qualified reservist distributions;
•for terminal illness distributions;
•a corrective distribution (for an excess contribution and any allocable earnings) made on or before the due date (including extensions) of your income tax return;
•for amounts levied by the IRS directly against your IRA; or
•a qualified birth or adoption distribution (up to $5,000).
For more information regarding premature distributions, please reference IRS Publication 590-B and consult your tax advisor.
Appendix A – Investment Options Available 37
Under the Contract
Rollover IRAs
If you receive a lump-sum distribution from a qualified retirement plan, tax-sheltered annuity or governmental 457(b) plan, you may maintain the tax-deferred status of the distribution by rolling it over into an eligible retirement plan or IRA. You can accomplish this by electing a direct rollover from the plan, or you can receive the distribution and roll it over into an eligible retirement plan or IRA within 60 days. However, if you do not elect a direct rollover from the plan, the plan is required to withhold 20% of the taxable portion of the distribution. This amount is sent to the IRS as income tax withholding to be credited against your taxes. Amounts received prior to age 59½ and not rolled over may be subject to an additional 10% penalty tax. You may roll over amounts from a qualified plan directly to a Roth IRA. As part of this rollover, previously taxed deferred funds from the qualified plan are converted to after-tax funds under a Roth IRA. Generally, the entire rollover is taxable (unless it includes after-tax dollars) and is included in gross income in the year of the rollover/conversion. For more information, please consult your tax advisor.
In addition, not more frequently than once every twelve months, an owner may execute one tax-free indirect rollover from one IRA to another, subject to the 60-day limitation. The once-per-year limitation on rollovers does not apply to direct transfers of funds between IRA providers or to Roth IRA conversions. For more information, please consult your tax advisor.
Roth IRAs
The Contract may be purchased to fund a Roth IRA. Contributions to a Roth IRA are not deductible from taxable income. Subject to certain limitations, a traditional IRA, SEP-IRA or SIMPLE-IRA may be converted into a Roth IRA or a distribution from such an arrangement may be rolled over to a Roth IRA. However, a conversion or a rollover to a Roth IRA is not excludable from gross income. If certain conditions are met, qualified distributions from a Roth IRA are tax-free. For more information, please contact your tax advisor.
Required Minimum Distributions for IRAs
The Required Minimum Distribution (RMD) regulations dictate when individuals must start taking payments from their IRA. Generally, you must commence taking required minimum distributions (“RMDs”) from an IRA Contract not later than your “Required Beginning Date.” The Required Beginning Date for your first RMD for IRAs (including SEPs and SIMPLE IRAs) is April 1st of the year following the calendar year in which you reach
•70½ if you attained 70½ by December 31st, 2019
•72 if you attained 72 by December 31st, 2022
•73 if you attain age 72 on/after January 1st, 2023
•75 if you attain age 74 on/after January 1st, 2033
Thereafter, the RMD is required no later than December 31 of each calendar year.
The RMD rules apply to traditional IRAs, as well as SEP-IRAs and SIMPLE-IRAs, during the lifetime and after the death of IRA owners. They do not, however, apply to Roth IRAs during the lifetime of the Roth IRA owner. If an individual owns more than one IRA, the RMD amount must be determined for each IRA, but the actual distribution can be satisfied from a combination of one or more of the owner's IRAs. Roth IRAs may not be aggregated with other IRAs, but may be aggregated with other Roth IRAs.
Upon the death of the owner the required minimum distribution options available to the beneficiary will depend upon the beneficiary’s status at the time of death.
Eligible Designated Beneficiary: An “eligible designated beneficiary” may direct that payment of his/her benefits be made or started no later than December 31 of the year following the year of owner’s death with annual distributions of at least the required minimum distribution. An eligible designated beneficiary is any designated beneficiary who is (1) the owner’s spouse, (2) no more than ten (10) years younger than the owner, (3) the owner’s minor child who has not reached majority (age 21), (4) disabled, or (5) chronically ill. If the surviving spouse is the eligible designated beneficiary on the IRA Contract, the surviving spouse may have additional distribution options. An eligible designated beneficiary who is the owner’s minor child ceases to retain the status of eligible designated beneficiary upon reaching the age of majority. Upon reaching majority the entire remaining balance of the Contract must be distributed by December 31 of the year in which occurs the tenth anniversary of the minor attaining majority.
Appendix A – Investment Options Available 38
Under the Contract
Non-eligible Designated Beneficiary: A non-eligible designated beneficiary must distribute the entire balance of the IRA Contract by December 31 of the year in which occurs the tenth anniversary of the owner’s death. If the owner had reached his or her Required Beginning Date prior to death, the beneficiary must continue taking distributions during the 10-year period at least as rapidly as under the method in effect at the date of death, and then any remaining balance must be distributed by December 31 of the year in which occurs the tenth anniversary of the owner’s death.
No individual designated as beneficiary: If the owner had not reached his or her Required Beginning Date prior to death and there is no designated beneficiary or owner’s beneficiary is not an individual (for example, the beneficiary is the owner’s estate), the entire balance of the IRA Contract must be paid by December 31 of the year in which occurs the fifth anniversary of owner’s death. If owner had attained his or her Required Beginning Date prior to death, and there is no designated beneficiary or owner’s beneficiary is not an individual, distributions must continue at least as rapidly as under the method in effect at the date of death.
An IRS penalty tax of up to 25% may be imposed on the amount by which the required minimum distribution in any year exceeds the amount actually distributed in that year.
Withholding
Annuity benefit payments and other amounts received under the Contract are subject to income tax withholding unless the recipient elects not to have taxes withheld. The amounts withheld vary among recipients depending on the tax status of the individual and the type of payments from which taxes are withheld. State withholding tax may also apply.
Notwithstanding the recipient’s election, withholding may be required on payments delivered outside the United States. Moreover, special withholding rules may require us to disregard the recipient’s election if the recipient fails to supply us with a taxpayer identification number (social security number for individuals), or if the Internal Revenue Service notifies us that the taxpayer identification number provided by the recipient is incorrect.
14. LEGAL PROCEEDINGS
There are no legal proceedings pending which are likely to have a material adverse effect on Separate Account B, the ability of the principal underwriter to perform its obligations, or the ability of the Company to meets its obligations under the Contract.
15. FINANCIAL STATEMENTS
The financial statements of the Company and the Separate Account can be found in the Statement of Additional Information ("SAI"). The consolidated financial statements of Principal Life Insurance Company that are incorporated in the SAI should be considered only as they relate to our ability to meet our obligations under the Contract. They do not relate to the investment performance of the assets held in Separate Account B.
16. ADDITIONAL INFORMATION ABOUT THE CONTRACT
The Contract
The entire Contract is made up of the Contract, amendments, riders and endorsements and data page. Only our corporate officers can agree to change or waive any provisions of a Contract. Any change or waiver must be in writing and signed by an officer of the Company.
Delay of Payments
Surrendered amounts are generally disbursed within seven calendar days after we receive your instruction for a surrender in a form acceptable to us. This period may be shorter where required by law. However, payment of any amount upon total or partial surrender, death, annuitization of the accumulated value or the transfer to or from a division may be deferred during any period when the right to sell mutual fund shares is suspended as permitted under provisions of the Investment Company Act of 1940 (as amended).
Appendix A – Investment Options Available 39
Under the Contract
The right to sell shares may be suspended during any period when:
•trading on the NYSE is restricted as determined by the SEC or when the NYSE is closed for other than weekends and holidays; or
•an emergency exists, as determined by the SEC, as a result of which:
•disposal by a mutual fund of securities owned by it is not reasonably practicable;
•it is not reasonably practicable for a mutual fund to fairly determine the value of its net assets; or
•the SEC permits suspension for the protection of security holders.
If payments are delayed the transfer will be processed on the first valuation date following the expiration of the permitted delay unless we receive your written instructions to cancel your surrender, annuitization, or transfer. Your written instruction must be received in the home office prior to the expiration of the permitted delay. The transaction will be completed within seven business days following the expiration of a permitted delay.
In addition, we reserve the right to defer payment of that portion of your accumulated value that is attributable to a premium payment made by check for a reasonable period of time (not to exceed 15 business days) to allow the check to clear the banking system.
Misstatement of Age or Gender
If the age or, where applicable, gender of the annuitant has been misstated, we adjust the annuity benefit payment under your Contract to reflect the amount that would have been payable at the correct age and gender. If we make any overpayment because of incorrect information about age or gender, or any error or miscalculation, we deduct the overpayment from the next payment or payments due. Underpayments are added to the next payment.
Assignment
If your Contract is part of your qualified plan, IRA, SEP, or SIMPLE-IRA, you may not assign ownership.
You may assign ownership of your non-qualified contract. Each assignment is subject to any payments made or action taken by the Company prior to our notification of the assignment. We assume no responsibility for the validity of any assignment. An assignment or pledge of a Contract may have adverse tax consequences.
An assignment must be made in writing and filed with us at our home office. The irrevocable beneficiary(ies), if any, must authorize any assignment in writing. Your rights, as well as those of the annuitant and beneficiary, are subject to any assignment on file with us. Any amount paid to an assignee is treated as a partial surrender and is paid in a single payment.
The Company may refuse any assignment or transfer at any time on a non-discriminatory basis and may refuse any assignment where it believes such assignment may cause the development of a trading market.
Contract Termination
We reserve the right to terminate the Contract and make a single payment (without imposing any charges) to you if you have not made a premium payment during two consecutive contract years and your accumulated value is less than $2,000. Before the Contract is terminated, we will send you a notice giving you 60 days to increase the accumulated value to $2,000. Termination of the Contracts will not unfairly discriminate against any owner.
Reinstatement
Reinstatement is only available for full surrender of your Contract. You cannot reinstate a partial surrender or partial annuitization; if you return either of these amounts, they will be considered new premium payments.
If you have requested to replace this Contract with an annuity contract from another company and want to reinstate this Contract, the following apply:
•we reinstate the Contract effective on the original surrender date;
•we apply the amount received from the other company (“reinstatement amount”) and the amount of the surrender charge you paid when you surrendered the Contract;
•these amounts are priced on the valuation date the money from the other company is received by us;
•commissions are not paid on the reinstated amounts; and
•new data page is sent to your address of record.
Appendix A – Investment Options Available 40
Under the Contract
Reports
We will mail to you a statement, along with any reports required by state law, of your current accumulated value at least once per year prior to the annuitization date. After the annuitization date, any reports will be mailed to the person receiving the annuity benefit payments.
Quarterly statements reflect purchases and redemptions and partial annuitizations occurring during the quarter as well as the balance of units owned and accumulated values.
Telephone and Internet Services
If you elect telephone services or you elect internet services and satisfy our internet service requirements (which are designed to ensure compliance with federal UETA and E-SIGN laws), instructions for the following transactions may be given to us via the telephone or internet:
•make premium payment allocation changes;
•set up Dollar Cost Averaging (DCA) scheduled transfers;
•make transfers;
•make changes to Automatic Portfolio Rebalancing (APR); and
•make withdrawals from your annuity in accordance with the Company's current withdrawal guidelines.
Neither the Company nor the Separate Account is responsible for the authenticity of telephone service or internet transaction requests. We reserve the right to refuse telephone service or internet transaction requests. You are liable for a loss resulting from a fraudulent telephone or internet order that we reasonably believe is genuine. We follow procedures in an attempt to assure genuine telephone service or internet transactions. If these procedures are not followed, we may be liable for loss caused by unauthorized or fraudulent transactions. The procedures may include recording telephone service transactions, requesting personal identification (for example, name, address, security phrase, password, daytime telephone number, or birth date) and sending written confirmation to your address of record.
Instructions received via our telephone services and/or the internet are binding on both owners if the Contract is jointly owned.
If the Contract is owned by a business entity or a trust, an authorized individual (with the proper password) may use telephone and/or internet services. Instructions provided by the authorized individual are binding on the owner.
We reserve the right to modify or terminate telephone service or internet transaction procedures at any time. Whenever reasonably feasible, we will provide you with prior notice (by mail or by email, if previously authorized by you) if we modify or terminate telephone service or internet transaction procedures. In some instances, it may not be reasonably feasible to provide prior notice if we modify or terminate telephone service or internet transaction procedures; however, any modification or termination will apply to all Contract owners in a non-discriminatory fashion.
Telephone Services
Telephone services are available to you. Telephone services may be declined on the application or at any later date by providing us with written notice. You may also elect telephone authorization for your registered representative by providing us written notice.
If you elect telephone privileges, instructions
•may be given by calling us at 1-800-852-4450 while we are open for business (generally, between 8 a.m. and 6 p.m. Eastern Time on any day that the NYSE is open).
•that are in good order and received by us before the close of a valuation period will receive the price next determined (the value as of the close of that valuation period).
•that are in good order and received by us after the close of a valuation period will receive the price next determined (the value as of the close of the next valuation period).
•that are not in good order when received by us will be effective the next valuation date that we receive good order instructions.
Appendix A – Investment Options Available 41
Under the Contract
Internet
Internet services are available to you if you register for a secure login on the Principal Financial Group web site, www.principal.com. You may also elect internet authorization for your registered representative by providing us written notice.
If you register for internet privileges, instructions
•that are in good order and received by us before the close of a valuation period will receive the price next determined (the value as of the close of that valuation period).
•that are in good order and received by us after the close of a valuation period will receive the price next determined (the value as of the close of the next valuation period).
•that are not in good order when received by us will be effective the next valuation day that we receive good order instructions.
Important Information About Customer Identification Procedures
To help the government fight the funding of terrorism and money laundering activities, Federal law requires financial institutions to obtain, verify, and record information that identifies each person who applies for a Contract. When you apply for a Contract, we will ask for your name, address, date of birth, and other information that will allow us to verify your identity. We may also ask to see your driver’s license or other identifying documents.
If concerns arise with verification of your identification, no transactions will be permitted while we attempt to reconcile the concerns. If we are unable to verify your identity within 30 days of our receipt of your original premium payment, the Contract will be terminated and any value surrendered in accordance with normal redemption procedures. We will not suspend your right of full redemption or postpone the date of payment upon redemption except as permitted by Section 22(e) of the Investment Act of 1940 or as amended.
We do not knowingly sell annuities that are for the benefit of a business/organization that is illegal under Federal and/or State law (such as a marijuana clinic), or a person who owns or receives income from such an entity or whose source of funds is illegal.
Performance Calculation
The Separate Account may publish advertisements containing information (including graphs, charts, tables and examples) about the hypothetical performance of its divisions for this Contract as if the Contract had been issued on or after the date the underlying mutual fund in which the division invests was first offered. The hypothetical performance from the date of the inception of the underlying mutual fund in which the division invests is calculated by reducing the actual performance of the underlying mutual fund by the fees and charges of this Contract as if it had been in existence.
The yield and total return figures described below vary depending upon market conditions, composition of the underlying mutual fund’s portfolios and operating expenses. These factors and possible differences in the methods used in calculating yield and total return should be considered when comparing the Separate Account performance figures to performance figures published for other investment vehicles. The Separate Account may also quote rankings, yields or returns as published by independent statistical services or publishers and information regarding performance of certain market indices. Any performance data quoted for the Separate Account represents only historical performance and is not intended to indicate future performance. For further information on how the Separate Account calculates yield and total return figures, see the SAI.
From time to time the Separate Account advertises its Money Market division’s “yield” and “effective yield” for these Contracts. Both yield figures are based on historical earnings and are not intended to indicate future performance. The “yield” of the division refers to the income generated by an investment in the division over a 7-day period (which period is stated in the advertisement). This income is then “annualized.” That is, the amount of income generated by the investment during that week is assumed to be generated each week over a 52-week period and is shown as a percentage of the investment. The “effective yield” is calculated similarly but, when annualized, the income earned by an investment in the division is assumed to be reinvested. The “effective yield” is slightly higher than the “yield” because of the compounding effect of the assumed reinvestment.
The Separate Account also advertises the average annual total return of its various divisions. The average annual total return for any of the divisions is computed by calculating the average annual compounded rate of return over the stated period that would equate an initial $1,000 investment to the ending redeemable accumulated value.
Appendix A – Investment Options Available 42
Under the Contract
The Underlying Mutual Funds
The underlying mutual funds are registered under the Investment Company Act of 1940 as open-end investment management companies. The underlying mutual funds provide the investment vehicles for the Separate Account.
We purchase and sell shares of the underlying mutual fund for the Separate Account at their net asset value. Shares represent interests in the underlying mutual fund available for investment by the Separate Account. Each underlying mutual fund corresponds to one of the divisions. The assets of each division are separate from the others. A division’s performance has no effect on the investment performance of any other division.
The underlying mutual funds are NOT available to the general public directly. The underlying mutual funds are available only as investment options in variable life insurance policies and/or variable annuity contracts issued by life insurance companies and qualified plans. Some of the underlying mutual funds have been established by investment advisers that manage publicly available mutual funds having similar names and investment objectives. While some of the underlying mutual funds may be similar to, and may in fact be modeled after publicly available mutual funds, you should understand that the underlying mutual funds are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of any underlying mutual fund may differ substantially from the investment performance of a publicly available mutual fund.
Legal Opinions
Legal matters applicable to the issue and sale of the Contracts, including our right to issue Contracts under Iowa Insurance Law, have been passed upon by Doug Hodgson, Counsel.
Other Variable Annuity Contracts
The Company currently offers other variable annuity contracts that participate in Separate Account B. In the future, we may designate additional group or individual variable annuity contracts as participating in Separate Account B.
Householding
To avoid sending duplicate copies of materials to owners, only one copy of the applicable prospectus will be mailed to owners having the same name and address on our records. The consolidation of these mailings, called householding, benefits us through reduced mailing expense. If you want to receive multiple copies of these materials, you may call us at 1-800-852-4450. You may also notify us in writing. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after we receive your request to stop householding.
Payments to Financial Intermediaries
The Company paid compensation to broker-dealers, financial institutions, and other parties ("Financial Intermediaries") for the sale of the Contract according to schedules in the sales agreements and other agreements reached between the Company and the Financial Intermediaries. Such compensation generally consisted of commissions on purchase payments made on the Contract.
Conflicts of Interest Related to Underlying Mutual Funds
Compensation and Underlying Mutual Fund Selection
When selecting the underlying mutual funds, we consider each such fund’s investment strategy, asset class, manager’s reputation, and performance. We also consider the amount of compensation that we receive from the underlying mutual funds, their advisers, sub-advisers, or their distributors, which can be significant. Additionally, we offer certain underlying mutual funds at least in part because they are managed by an affiliate.
Compensation We Receive from Underlying Mutual Funds
The Company and certain of our affiliates receive compensation from certain underlying mutual funds pursuant to Rule 12b-1 under the 1940 Act. This compensation is paid out of an underlying mutual fund’s assets and is as much as 0.25% of the average net assets of an underlying mutual fund that are attributable to the variable life insurance products issued by us and our affiliates that offer the particular fund (the Company’s variable contracts). An investment in an underlying mutual fund with a 12b-1 fee will increase the cost of your investment.
Appendix A – Investment Options Available 43
Under the Contract
Compensation We Receive from Underlying Mutual Fund Advisors
We and certain of our affiliates also receive compensation from the advisers and sub-advisers to some of the underlying mutual funds. We use this compensation for such purposes as paying expenses that we incur in promoting, issuing, distributing and administering the Contract and providing services on behalf of the underlying mutual funds in our role as intermediary. Some advisers and sub-advisers pay us more than others; some advisers and sub-advisers do not pay us any such compensation. Such compensation is not reflected in an underlying mutual fund's expenses in cases where it is not paid directly out of such fund’s assets, or if it is derived, in whole or in part, from the advisory fee deducted from fund assets. Owners, through their indirect investment in the underlying mutual funds, bear the costs of these advisory fees.
Other Conflicts of Interest
The underlying mutual funds are available to registered separate accounts offering variable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the separate account and other separate accounts of the Company. Although we do not anticipate any disadvantages to these arrangements, it is possible that a material conflict may arise between the interests of the separate account and one or more of the other separate accounts participating in the underlying mutual funds. A conflict may occur, for example, as a result of a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of the owners and payees and those of other insurance companies, or some other reason. In the event of a conflict of interest, we will take steps necessary to protect owners and payees, including withdrawing the Separate Account from participation in the underlying mutual funds involved in the conflict or substituting shares of other funds.
Mutual Fund Diversification
The United States Treasury Department has adopted regulations under Section 817(h) of the Internal Revenue Code which establishes standards of diversification for the investments underlying mutual funds available under this Contract. Under this Internal Revenue Code Section, separate account investments must be adequately diversified in order for the increase in the value of non-qualified contracts to receive tax-deferred treatment. In order to be adequately diversified, the portfolio of each underlying mutual fund must, as of the end of each calendar quarter or within 30 days thereafter, have no more than 55% of its assets invested in any one investment, 70% in any two investments, 80% in any three investments and 90% in any four investments. Failure of an underlying mutual fund to meet the diversification requirements could result in tax liability to non-qualified contract holders.
The investment opportunities of the underlying mutual funds could conceivably be limited by adhering to the above diversification requirements. This would affect all owners, including owners of contracts for whom diversification is not a requirement for tax-deferred treatment.
State Regulation
The Company is subject to the laws of the State of Iowa governing insurance companies and to regulation by the Iowa Insurance Division. An annual statement in a prescribed form must be filed by March 1 in each year covering our operations for the preceding year and our financial condition on December 31 of the prior contract year. Our books and assets are subject to examination by the Commissioner of Insurance of the State of Iowa, or the Commissioner’s representatives, at all times. A full examination of our operations is conducted periodically by the National Association of Insurance Commissioners. Iowa law and regulations also prescribe permissible investments, but this does not involve supervision of the investment management or policy of the Company.
In addition, we are subject to the insurance laws and regulations of other states and jurisdictions where we are licensed to operate. Generally, the insurance departments of these states and jurisdictions apply the laws of the state of domicile in determining the field of permissible investments.
Independent Registered Public Accounting Firm
The financial statements of Principal Life Insurance Company Separate Account B and the consolidated financial statements of Principal Life Insurance Company are incorporated in the SAI. Those statements and related schedules have been audited by Ernst & Young, LLP, independent registered public accounting firm, 801 Grand Avenue, Suite 3100, Des Moines, IA 50309, for the periods indicated in their reports which also appear in the SAI.
Appendix A – Investment Options Available 44
Under the Contract
17. REGISTRATION STATEMENT AND SAI
The Statement of Additional Information dated the same as this prospectus (the “SAI”) (Part B of the registration statement) and Part C of the registration statement, have been filed with the SEC. The SAI is hereby incorporated by reference into this prospectus.
The SAI includes additional information about the Company, the Separate Account,and the Contract,and is available, without charge, upon request. To obtain a copy of the SAI free of charge, or make inquiries about your Contract, contact your financial professional or write or telephone:
Principal Securities, Inc.
a company of
the Principal Financial Group
Des Moines, IA 50392-2080
Telephone: 1-800-852-4450
You also may obtain a free copy of the SAI by writing to Principal® Freedom 2 Variable Annuity, Principal Financial Group, P.O. Box 9382, Des Moines, Iowa 50306-9382. The SAI and other information also are available on the Company’s website (https://www.principal.com) or by email request (https://www.annuityinternet@principal.com). You can also visit the SEC’s website a https://www.sec.gov, for the SAI as well as for reports and other information about the Separate Account. Copies of information on the SEC's website may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: https://www.publicinfo@sec.gov.
EDGAR Contract Identifier: C000004196
The name of the Contract is Principal® Freedom 2 Variable Annuity. The registration numbers for the Contract are 333-128079 and 811-02091.
Appendix A – Investment Options Available 45
Under the Contract
APPENDIX A
INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT
Variable Options
The following is a list of underlying mutual funds available under the Contract. More information about the underlying funds is available in the underlying mutual fund statutory and summary prospectuses, which may be amended from time to time and can be found online at https://www.principal.com/FreedomVA2report You can also request this information at no cost by calling 1-800-852-4450, or by sending a request to annuityinternet@principal.com.
The current expense and performance information below reflects fees and expenses of the underlying mutual funds but does not reflect the other fees and expenses that your Contract may charge. Expenses would be higher and performance would be lower if these charges were included. Each underlying mutual fund’s past performance is not necessarily an indication of future performance.
The availability of investment options may vary depending in your financial professional or your financial professional's firm. See 8. GENERAL DESCRIPTION OF THE CONTRACT - Financial Intermediary Variations.
Type | Fund Name | Adviser/ Subadviser | Current Expenses | Average Annual Total Returns (as of 12/31/25) | ||||||||||||||||
1 Year | 5 Year | 10 Year | ||||||||||||||||||
Money Market | Fidelity® Variable Insurance Products Trust V Fidelity® VIP Government Money Market Portfolio Initial Class 2,3 | Fidelity Management & Research Company, LLC/FMR Investment Management (UK) Limited (FMR UK) Fidelity Management & Research (Hong Kong) Limited (FMR H.K.) Fidelity Management & Research (Japan) Limited (FMR Japan) | 0.25% | 4.13% | 3.10% | 2.03% | ||||||||||||||
Appendix A – Investment Options Available 46
Under the Contract
Small/Mid U.S. Equity | Fidelity® Variable Insurance Products Trust III Fidelity® VIP Mid Cap Portfolio Service Class 2 | Fidelity Management & Research Company, LLC/FMR Investment Management (UK) Limited (FMR UK) Fidelity Management & Research (Hong Kong) Limited (FMR H.K.) Fidelity Management & Research (Japan) Limited (FMR Japan) | 0.65% | 11.66% | 10.00% | 10.48% | ||||||||||||||
Large U.S. Equity | Lincoln Variable Insurance Products Trust LVIP Avantis Large Cap Value Fund Standard Class II 5 | Lincoln Financial Investments Corporation/American Century Investment Management, Inc. | 0.71% | 14.86% | 8.78% | 10.39% | ||||||||||||||
Fixed Income | Principal Variable Contract Funds, Inc. PVC – Core Plus Bond Account Class 1 | Principal Global Investors, LLC | 0.50% | 7.46% | -0.48% | 2.36% | ||||||||||||||
International Equity | Principal Variable Contract Funds, Inc. PVC – Diversified International Account Class 1 | Principal Global Investors, LLC | 0.86% | 32.36% | 7.40% | 8.08% | ||||||||||||||
Large U.S. Equity | Principal Variable Contract Funds, Inc. PVC – Equity Income Account Class 1 | Principal Global Investors, LLC | 0.48% | 15.50% | 10.21% | 11.51% | ||||||||||||||
Fixed Income | Principal Variable Contract Funds, Inc. PVC – Government & High-Quality Bond Account Class 1 | Principal Global Investors, LLC | 0.50% | 7.91% | -0.23% | 1.26% | ||||||||||||||
Appendix A – Investment Options Available 47
Under the Contract
Large U.S. Equity | Principal Variable Contract Funds, Inc. PVC – Large Cap Growth Account I Class 1 1 | Principal Global Investors, LLC/ Los Angeles Capital Management, LLC T. Rowe Price Associates, Inc. Westfield Capital Management Company, L.P. | 0.67% | 11.39% | 9.44% | 15.00% | ||||||||||||||
Large U.S. Equity | Principal Variable Contract Funds, Inc. PVC – Large Cap S&P 500 Index Account Class 1 | Principal Global Investors, LLC | 0.20% | 17.62% | 14.14% | 14.52% | ||||||||||||||
Small/Mid U.S. Equity | Principal Variable Contract Funds, Inc. PVC – MidCap Account Class 1 | Principal Global Investors, LLC | 0.53% | 1.78% | 8.33% | 12.58% | ||||||||||||||
Large U.S. Equity | Principal Variable Contract Funds, Inc. PVC – Principal Capital Appreciation Account Class 1 | Principal Global Investors, LLC | 0.63% | 13.52% | 13.82% | 14.35% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Principal LifeTime 2020 Account Class 1 4 | Principal Global Investors, LLC | 0.47% | 11.33% | 4.65% | 6.77% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Principal LifeTime 2030 Account Class 1 4 | Principal Global Investors, LLC | 0.50% | 13.21% | 5.91% | 8.07% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Principal LifeTime 2040 Account Class 1 4 | Principal Global Investors, LLC | 0.54% | 15.57% | 7.56% | 9.35% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Principal LifeTime 2050 Account Class 1 4 | Principal Global Investors, LLC | 0.58% | 17.50% | 8.77% | 10.22% | ||||||||||||||
Appendix A – Investment Options Available 48
Under the Contract
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Principal LifeTime Strategic Income Account Class 1 4 | Principal Global Investors, LLC | 0.48% | 10.45% | 3.48% | 4.98% | ||||||||||||||
Small/Mid U.S. Equity | Principal Variable Contract Funds, Inc. PVC – Real Estate Securities Account Class 1 | Principal Global Investors, LLC/ Principal Real Estate Investors, LLC | 0.78% | 1.24% | 4.88% | 5.94% | ||||||||||||||
Short - Term Fixed Income | Principal Variable Contract Funds, Inc. PVC – Short-Term Income Account Class 1 | Principal Global Investors, LLC | 0.42% | 5.48% | 2.33% | 2.52% | ||||||||||||||
Small/Mid U.S. Equity | Principal Variable Contract Funds, Inc. PVC – SmallCap Account Class 1 | Principal Global Investors, LLC | 0.84% | 15.10% | 6.29% | 9.57% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Strategic Asset Management (SAM) – Balanced Portfolio Class 1 4 | Principal Global Investors, LLC | 0.68% | 14.00% | 7.27% | 8.29% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Strategic Asset Management (SAM) – Conservative Balanced Portfolio Class 1 4 | Principal Global Investors, LLC | 0.67% | 11.69% | 5.04% | 6.39% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Strategic Asset Management (SAM) – Conservative Growth Portfolio Class 1 4 | Principal Global Investors, LLC | 0.72% | 15.56% | 9.00% | 9.94% | ||||||||||||||
Appendix A – Investment Options Available 49
Under the Contract
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Strategic Asset Management (SAM) – Flexible Income Portfolio Class 1 4 | Principal Global Investors, LLC | 0.64% | 9.96% | 3.57% | 5.12% | ||||||||||||||
Asset Allocation | Principal Variable Contract Funds, Inc. PVC – Strategic Asset Management (SAM) – Strategic Growth Portfolio Class 1 4 | Principal Global Investors, LLC | 0.75% | 16.86% | 10.16% | 10.96% | ||||||||||||||
1. The Fund's current expenses are subject to a temporary expense reimbursement and/or fee waiver arrangement that is in place. This arrangement may be terminated in the future and, therefore, the expense figures shown reflect temporary fee reductions. Please refer to the Fund's prospectus for more information.
2. This Fund pays 12b-1 fees to Principal Securities, Inc. ("PSI").
3. All references to the Money Market Division in this prospectus mean the Fidelity VIP Government Money Market Division.
4. This Fund is a fund of funds. The funds of funds expenses may be higher than other fund types because the expenses of the selected Fund include the expenses of the funds it holds.
5. Prior to May 1, 2026, the name of this fund was the LVIP American Century Disciplined Core Value Fund.
Appendix A – Investment Options Available 50
Under the Contract
PART B
PRINCIPAL LIFE INSURANCE COMPANY
(Name of Insurance Company )
PRINCIPAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
(Exact Name of Registered Separate Account )
PRINCIPAL® FREEDOM 2 VARIABLE ANNUITY
Statement of Additional Information
dated May 1, 2026
This Statement of Additional Information provides information about the Principal ® Freedom 2 Variable Annuity (the "Contract") in addition to the information that is contained in the Contract’s Prospectus, dated May 1, 2026.
This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectus, a copy of which can be obtained free of charge by writing or telephoning:
Principal® Freedom 2 Variable Annuity
The Principal Financial Group
P.O. Box 9382
Des Moines, Iowa 50306-9382
Telephone:
1-800-852-4450
| TABLE OF CONTENTS | ||||||||
| Page | ||||||||
GENERAL INFORMATION AND HISTORY | ||||||||
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||||||
PRINCIPAL UNDERWRITER | ||||||||
CALCULATION OF PERFORMANCE DATA | ||||||||
TAXATION UNDER CERTAIN RETIREMENT PLANS | ||||||||
| FINANCIAL STATEMENTS | ||||||||
2
GENERAL INFORMATION AND HISTORY
Principal Life Insurance Company (the “Company”) is the issuer of the Principal® Freedom 2 Variable Annuity (the “Contract”) and serves as custodian of its assets. The Company is a stock life insurance company with authority to transact life and annuity business in all states of the United States and the District of Columbia. The Company’s home office is located at: Principal Financial Group, 711 High Street, Des Moines, Iowa 50392. The Company is a wholly owned subsidiary of Principal Financial Services, Inc., which in turn, is a wholly owned direct subsidiary of Principal Financial Group, Inc., a publicly-traded company.
On June 24, 1879, the Company was incorporated under Iowa law as a mutual assessment life insurance company named Bankers Life Association. The Company became a legal reserve life insurance company and changed its name to Bankers Life Company in 1911. In 1986, the Company changed its name to Principal Mutual Life Insurance Company. In 1998, the Company became Principal Life Insurance Company, a subsidiary stock life insurance company of Principal Mutual Holding Company, as part of a reorganization into a mutual insurance holding company structure. In 2001, Principal Mutual Holding Company converted to a stock company through a process called demutualization, resulting in the current organizational structure.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, serves as the independent registered public accounting firm for Principal Life Insurance Company and Principal Life Insurance Company Separate Account B. The audited financial statements incorporated in this Statement of Additional Information have been included in reliance upon the report of Ernst & Young LLP, given on the authority as an expert in accounting and auditing. The principal business address of Ernst & Young LLP is 801 Grand Avenue, Suite 3100, Des Moines, Iowa 50309.
PRINCIPAL UNDERWRITER
The principal underwriter of the Contract is Principal Securities, Inc. ("PSI") which is a wholly owned subsidiary of Principal Financial Services, Inc. and an affiliate of the Company. The address of PSI is the Principal Financial Group, 711 High Street, Des Moines, Iowa 50392. PSI was incorporated in Iowa in 1968 and is a securities broker-dealer registered with the Securities Exchange Commission as well as a member of the FINRA. The Contracts may also be sold through other broker-dealers authorized by PSI and applicable law to do so. Registered representatives of such broker-dealers may be paid on a different basis than described below.
The Contract’s offering to the public was continuous. As the principal underwriter, PSI is paid for the distribution of the Contract. For the last three fiscal years PSI has received and retained the following commissions:
2025 received/retained | 2024 received/retained | 2023 received/retained | ||||||
| $8,002/$0 | $8,515/$0 | $7,827/$0 | ||||||
TAXATION UNDER CERTAIN RETIREMENT PLANS
INDIVIDUAL RETIREMENT ANNUITIES
Contributions. Individuals may make contributions for individual retirement annuity (IRA) contracts. Individuals may make deductible contributions (for any year) up to the lesser of the amount shown in the chart or 100% of compensation.
Such individuals may establish a traditional IRA for a non-working spouse (if they file a joint return). The annual contribution for both spouses’ contracts cannot exceed the lesser of the amount shown in the chart or 100% of the
3
working spouse’s compensation. No more than the individual IRA limit may be contributed to either spouse’s IRA for any year.
Traditional IRA - Maximum Annual Contribution | ||||||||
Year | Individual IRA | Individual IRA + Spousal IRA | ||||||
2025 | $7,000 | $14,000 | ||||||
2026 | $7,000 | $14,000 | ||||||
For succeeding years, limits are indexed for cost of living.
Individuals age 50 or over are also permitted to make additional “catch-up” contributions. The additional contribution is $1,000 in 2024 and 2025. These additional catch-up contributions can be applied for Spousal IRA purposes.
Contributions may be tax deductible. If an individual and his/her spouse do not participate in a qualified retirement plan, the contributions to an IRA are generally fully tax deductible regardless of income. However, if your or your spouse is an active participant in a qualified retirement plan, the ability to deduct IRA contributions depends upon his/her income level and tax filing status.
Taxation of Distributions. Distributions from IRA Contracts are taxed as ordinary income to the recipient, although special rules exist for the tax-free return of non-deductible contributions. In addition, taxable distributions received under an IRA Contract prior to age 59 ½ are subject to a 10% penalty tax in addition to regular income tax. Certain distributions may qualify for an exception to the 10% pre-age 59½ premature distribution penalty, including distributions: due to death; due to disability; if the distribution is paid as part of a series of substantially equal periodic payments (SEPPs) made for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and the Owner's designated Beneficiary; to pay deductible medical expenses; for unemployed health insurance premiums; for first-time home purchases (up to $10,000); for higher education expenses; made on account of certain levies on income and payments; qualified reservist distributions; for qualified birth or adoption (up to $5,000); due to terminal illness; and for disaster relief (up to $22,000).
Required Distributions. Generally, you must commence taking required minimum distributions (“RMDs”) from an IRA Contract not later than your “Required Beginning Date.” The Required Beginning Date for your first RMD for IRAs (including SEPs and SIMPLE IRAs) is April 1st of the year following the calendar year in which you reach
• 70½ if you attained 70½ by December 31st, 2019
• 72 if you attained 72 by December 31st, 2022
• 73 if you attain age 72 on/after January 1st, 2023
• 75 if you attain age 74 after December 31st, 2032
Upon the death of the Owner the required minimum distribution options available to the beneficiary will depend upon the beneficiary’s status at the time of death.
Eligible Designated Beneficiary: An “eligible designated beneficiary” may direct that payment of his/her benefits be made or started no later than December 31 of the year following the year of Owner’s death with annual distributions of at least the required minimum distribution. An eligible designated beneficiary is any designated beneficiary who is (1) the Owner’s spouse, (2) no more than ten (10) years younger than the Owner, (3) the Owner’s minor child who has not reached majority (age 21), (4) disabled, or (5) chronically ill. If the surviving spouse is the eligible designated beneficiary on the IRA Contract, the surviving spouse may have additional distribution options. An eligible designated beneficiary who is the Owner’s minor child ceases to retain the status of eligible designated beneficiary upon reaching the age of majority. Upon reaching majority the entire remaining balance of the Contract must be distributed by December 31 of the year in which occurs the tenth anniversary of the minor attaining majority.
4
Non-eligible Designated Beneficiary: A non-eligible designated beneficiary must distribute the entire balance of the IRA Contract by December 31 of the year in which occurs the tenth anniversary of the Owner’s death. If the Owner had reached his or her Required Beginning Date prior to death, the beneficiary must continue taking distributions during the 10-year period at least as rapidly as under the method in effect at the date of death, and then any remaining balance must be distributed by December 31 of the year in which occurs the tenth anniversary of the Owner’s death.
No individual designated as beneficiary: If the Owner had not reached his or her Required Beginning Date prior to death and there is no designated beneficiary or Owner’s beneficiary is not an individual (for example, the beneficiary is the Owner’s estate), the entire balance of the IRA Contract must be paid by December 31 of the year in which occurs the fifth anniversary of Owner’s death. If Owner had attained his or her Required Beginning Date prior to death, and there is no designated beneficiary or Owner’s beneficiary is not an individual, distributions must continue at least as rapidly as under the method in effect at the date of death.
An IRS penalty tax of up to 25% may be imposed on the amount by which the required minimum distribution in any year exceeds the amount actually distributed in that year.
Tax-Free Rollovers. The Internal Revenue Code (the “Code”) permits the taxable portion of funds to be transferred in a tax-free rollover from a qualified retirement plan, tax-deferred annuity plan or governmental 457(b) plan to an IRA Contract if certain conditions are met, and if the indirect rollover of assets is completed within 60 days after the distribution from the qualified plan is received by the plan participant. A direct rollover of funds may avoid a 20% federal tax withholding generally applicable to qualified plans, tax-deferred annuity plan, or governmental 457(b) plan distributions and the 60-day rollover rules. In addition, not more frequently than once every twelve months, an individual may execute one tax-free indirect rollover from one IRA to another, subject to the 60-day limitation and other requirements. The once-per-year limitation on rollovers does not apply to direct transfers of funds between IRA custodians or trustees or to Roth IRA conversions.
SIMPLIFIED EMPLOYEE PENSION (SEP) PLANS AND SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION (SAR/SEP) PLANS
Contributions. Under Section 408(k) of the Code, employers may establish a type of IRA plan referred to as a simplified employee pension plan (SEP). Employer contributions to a SEP cannot exceed the lesser of 25% of employee compensation or $70,000 for 2025.
Employees of certain small employers may have contributions made to the salary reduction simplified employee pension plan (SAR/SEP) on their behalf on a salary reduction basis. The amount that an employee chooses to defer and contribute to the SAR/SEP is referred to as an elective deferral.
These elective deferrals are subject to the same cap as elective deferrals to IRC Section 401(k) plans, see table below. In addition to the elective deferrals, SAR/SEP may permit additional elective deferrals by individuals age 50 or over, referred to as “catch-up contributions”.
No new SAR/SEP are permitted after 1996 for any employer, but those in effect prior to 1997 may continue to operate, receive contributions, and add new employees.
Salary Reduction Simplified Employee Pension Plan (SAR/SEP) | ||||||||
Year | Elective Deferral | Catch-up Contribution | ||||||
2025 | $23,000 | $7,500 | ||||||
2026 | $23,500 | $7,500 | ||||||
Those between the ages of 60 and 63 will be eligible for a “super” catch-up of up to $11,250 in place of the $7,500 catch-up contribution, if your plan allows.
Taxation of Distributions. Generally, distribution payments from SEPs and SAR/SEPs are subject to the same distribution rules described above for traditional IRAs.
5
Required Distributions. SEPs and SAR/SEPs are subject to the same minimum required distribution rules described above for traditional IRAs.
Tax-Free Rollovers. Generally, rollovers and direct transfers may be made to and from SEPs and SAR/SEPs in the same manner as described above for traditional IRAs, subject to the same conditions and limitations.
SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA)
Contributions. Under Section 408(p) of the Code, employers may establish a type of IRA plan known as a SIMPLE IRA. Employees may have contributions made to the SIMPLE IRA on a salary reduction basis. The amount that an employee chooses to defer and contribute to the SIMPLE IRA is referred to as an elective deferral.
These elective deferrals cannot exceed the amounts shown in the chart below.
In addition to the elective deferrals, SIMPLE IRA may permit additional elective deferrals by individuals age 50 or over, referred to as “catch-up contributions” in an amount equal to $3,500 for 2024 and 2025. Those between the ages of 60 and 63 will be eligible for a “super” catch-up of up to $5,250 in place of the $3,500 catch-up contribution, if your plan allows.
Elective contribution amounts made under the salary reduction portions (i.e., those subject to the $16,500 limit in 2025) of a SIMPLE IRA plan are counted in the overall limit on elective deferrals by any individual. For example, if in 2025, an individual under age 50 defers the maximum of $16,500 to a SIMPLE IRA of one employer and also participates in a 401(k) plan of another employer, they would be limited to an elective deferral of $7,000 ($23,500 - $16,500) to the 401(k) plan for 2025.
The employer generally must match either 100% of the employee’s elective deferral, up to 3% of the employee’s compensation (subject to certain exceptions) or fixed nonelective contributions of 2% of compensation of all eligible employees.
Savings Incentive Match Plan for Employees (SIMPLE IRA) | |||||||||||
Year | Elective Deferral | Catch-up Contribution | 401(k) Elective Deferral | ||||||||
2024 | $16,000 | $3,500 | $23,000 | ||||||||
2025 | $16,500 | $3,500 | $23,500 | ||||||||
Taxation of Distributions. Generally, distribution payments from SIMPLE IRAs are subject to the same distribution rules described above for traditional IRAs, except that distributions made within two years of the date of an employee’s first participation in a SIMPLE IRA of an employer are subject to a 25% penalty tax instead of the 10% penalty tax discussed previously.
Required Distributions. SIMPLE IRAs are subject to the same minimum required distribution rules described above for traditional IRAs.
Tax-Free Rollovers. Direct transfers may be made among SIMPLE IRAs in the same manner as described above for IRAs, subject to the same conditions and limitations. Rollovers from SIMPLE IRAs to other types of IRAs and certain qualified plans are permitted after two years have elapsed from the date of an employee’s first participation in a SIMPLE IRA of the employer. Rollovers to SIMPLE IRAs from other plans are permitted after two years of participation in the SIMPLE IRA.
6
ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRA)
Contribution. Under Section 408A of the Code, individuals may contribute to a Roth IRA on his/her own behalf up to the lesser of maximum annual contribution limit as shown in the chart or 100% of compensation. In addition, the contribution must be reduced by the amount of any contributions made to other IRAs for the benefit of the same individual.
Roth IRA - Maximum Annual Contribution | ||||||||
Year | Individual Roth IRA | Catch-up Contribution | ||||||
2025 | $7,000 | $1,000 | ||||||
2026 | $7,000 | $1,000 | ||||||
Individuals age 50 or over are also permitted to make additional “catch-up” contributions. The additional contribution is $1,000 for 2024 and 2025.
For succeeding years, individual Roth IRA contributions and catch-up contribution limits are indexed for cost-of-living.
For 2024, modified adjust gross income must be under $146,000 for single filers or under $230,000 for joint filers to make the full Roth IRA contribution of $7,000 ($8,000 if you are 50 or over). The maximum contribution is phased out for single taxpayers with adjusted gross income of $146,000 or more and for joint filers with adjusted gross income $230,000 or more.
For 2025, modified adjusted gross income must be under $150,000 for single filers or under $236,000 for joint filers to make the full Roth IRA contribution of $7,000 ($8,000 if you are 50 or over). The maximum contribution is phased out for single taxpayers with adjusted gross income of $150,000 or more and for joint filers with adjusted gross income of $230,000 or more.
A person whose filing status is “married, filing separately” may not make a full Roth IRA contribution, unless the couple is separated and have been living apart for the entire year. Only a partial contribution is allowed if your Modified Adjusted Gross Income is less than $10,000.
Those entitled to only a partial contribution should check with a tax advisor to determine the allowable contribution amount.
Taxation of Distribution. Qualified distributions are received income-tax free by the Roth IRA owner, or beneficiary in case of the Roth IRA owner’s death. A qualified distribution is any distribution made after five years if the IRA owner is over age 59½, dies, becomes disabled, or uses the funds for first-time home purchase at the time of distribution. The five-year period for owner contributions begins January 1 of the year the first contribution is made to any Roth IRA. The five-year period for converted amounts begins from January 1 of the year of the conversion for the purposes of the 10% penalty tax.
Required Distributions. Roth IRAs are not subject to lifetime minimum required distributions. Roth IRAs are subject to the same post-death minimum required distribution rules described above for IRAs.
7
FINANCIAL STATEMENTS
The financial statements of the Principal Life Insurance Company Separate Account B and Principal Life Insurance Company are incorporated by reference to the submission for type N-VPFS filed by Principal Life Insurance Company Separate Account B with the Securities and Exchange Commission on April 29, 2026.
8
PART C
OTHER INFORMATION
Item 27. Exhibits
Unless otherwise noted, documents containing Accession Numbers below have previously been filed with the Securities and Exchange Commission and are incorporated herein by reference.
| (a) | Resolution of Board of Directors of Depositor (filed with the Commission on 07/02/2014 Accession No. 0000009713-14-000078) | ||||||||||||||||||||||
| (b) | Custodian Agreements - N/A | ||||||||||||||||||||||
| (c) | Underwriting Contracts | ||||||||||||||||||||||
| (1) | |||||||||||||||||||||||
| (d) | Contracts | ||||||||||||||||||||||
| (1) | |||||||||||||||||||||||
| (e) | Applications | ||||||||||||||||||||||
| (1) | |||||||||||||||||||||||
| (f) | Depositor's Certificate of Incorporation and By-laws | ||||||||||||||||||||||
| (1) | |||||||||||||||||||||||
| (2) | |||||||||||||||||||||||
| (g) | Reinsurance Contracts | ||||||||||||||||||||||
| The Depositor maintains reinsurance arrangements in the normal course of business, none of which are material. | |||||||||||||||||||||||
| (h) | Participation Agreements | ||||||||||||||||||||||
| 1. Fidelity | |||||||||||||||||||||||
| (a) | |||||||||||||||||||||||
| (b) | |||||||||||||||||||||||
| (c) | |||||||||||||||||||||||
| (d) | |||||||||||||||||||||||
| 2. Lincoln | ||||||||
| (a) | ||||||||
| (b) | ||||||||
| (c) | ||||||||
| (d) | ||||||||
| (e) | ||||||||
| (f) | ||||||||
| (g) | ||||||||
| 3. Principal Variable Contracts Funds, Inc. | |||||||||||||||||||||||
| (a) | |||||||||||||||||||||||
| (b) | |||||||||||||||||||||||
| (c) | |||||||||||||||||||||||
| (d) | |||||||||||||||||||||||
| (e) | |||||||||||||||||||||||
| (f) | |||||||||||||||||||||||
| (h) | |||||||||||||||||||||||
| (i) | |||||||||||||||||||||||
| (j) | |||||||||||||||||||||||
| (k) | |||||||||||||||||||||||
| (l) | |||||||||||||||||||||||
| (i) | Administrative Contracts - N/A | ||||||||||||||||||||||
| (j) | Other Material Contracts - N/A | ||||||||||||||||||||||
| (k) | |||||||||||||||||||||||
| (l) | Other Opinions | ||||||||||||||||||||||
| (1) | |||||||||||||||||||||||
| (m) | Omitted Financial Statements - N/A | ||||||||||||||||||||||
(n) | Initial Capital Agreements - N/A | ||||||||||||||||||||||
(o) | Form of Initial Summary Prospectus - N/A | ||||||||||||||||||||||
(p) | Powers of Attorney - Filed as Ex-99.(10B) on 04/27/2018 Accession No. 0000009713-18-000053), filed as Ex-99.(B)(10b) on 04/28/2020 (Accession No. 0000009713-20-000052) for J. S. Auerbach, filed as Ex-99(B)10(B) on 04/29/2021 (Accession No. 0000009713-21-000070) for M. E. Beams, C. S. Richer and A. Rivera, filed as Ex-99(L)(2) on 04/28/2022 (Accession No. 0000009713-22-000063) for C. Muruzabal, filed as Ex-99(L)(2) on 04/27/2023 (Accession No. 0000009713-23-000047) for H. E. Mitchell.* | ||||||||||||||||||||||
(q) | Letter Certifying Change in Certifying Accountant - N/A | ||||||||||||||||||||||
(r) | Historical Current Limits on Index Gains - N/A | ||||||||||||||||||||||
* Filed herein
Item 28. Directors and Officers of the Insurance Company
Principal Life Insurance Company is managed by a Board of Directors which is elected by its Contract owners. The directors and executive officers of the Company, their positions with the Company, including Board Committee memberships, and their principal business address, are as follows:
DIRECTORS:
| Name and Principal Business Address | Positions and Offices | ||||
JONATHAN S. AUERBACH 711 High Street Des Moines, IA 50392 | Director Member, Finance and Human Resources Committees | ||||
MARY E. BEAMS 711 High Street Des Moines, IA 50392 | Director Member, Audit and Finance Committees | ||||
JOCELYN CARTER-MILLER 711 High Street Des Moines, IA 50392 | Director Chair, Human Resources Committee Member, Executive, Nominating and Governance Committee | ||||
ROGER C. HOCHSCHILD 711 High Street Des Moines, IA 50392 | Director Chair, Nominating and Governance Committee Member, Human Resources Committee | ||||
SCOTT M. MILLS 711 High Street Des Moines, IA 50392 | Director Member, Audit, Executive and Nominating and Governance Committees | ||||
H. ELIZABETH MITCHELL 711 High Street Des Moines, IA 50392 | Director Member, Audit and Nominating and Governance Committees | ||||
CLAUDIO MURUZABAL 711 High Street Des Moines, IA 50392 | Director Member, Human Resources and Nominating and Governance Committees | ||||
DIANE C. NORDIN 711 High Street Des Moines, IA 50392 | Director Chair, Audit Committee Member, Finance Committee | ||||
BLAIR C. PICKERELL 711 High Street Des Moines, IA 50392 | Director Member, Finance and Human Resources Committees | ||||
CLARE S. RICHER 711 High Street Des Moines, IA 50392 | Director Chair, Finance Committee Member, Human Resources and Executive Committees | ||||
ALFREDO RIVERA 711 High Street Des Moines, IA 50392 | Director Member, Audit and Finance Committees | ||||
| DEANNA D. STRABLE-SOETHOUT 711 High Street Des Moines, IA 50392 | Director Chair of the Board, Executive Committee Principal Life: Chair, President and Chief Executive Officer | ||||
EXECUTIVE OFFICERS (OTHER THAN DIRECTORS):
| Name and Principal Business Address | Positions and Offices | ||||
CHRISTOPHER AGBE DAVIES (1) | Vice President, Associate General Counsel, & Interim Corporate Secretary | ||||
VIVEK AGRAWAL(1) | Executive Vice President and Chief Growth Officer | ||||
KAMAL BHATIA(1) | President and Chief Executive Officer - Principal Asset Management | ||||
J. SCOTT BOYD(1) | Senior Vice President - Retirement Distribution | ||||
WEE YEE (THOMAS) CHEONG(3) | President, Asia Pacific & Middle East | ||||
LISA M. COULSON(1) | Senior Vice President and Chief Human Resources Officer | ||||
GEORGE DJURASOVIC (1) | Interim General Counsel | ||||
NOREEN M. FIERRO(1) | Senior Vice President and Enterprise Chief Ethics and Compliance Officer | ||||
AMY C. FRIEDRICH(1) | President - Benefits and Protection | ||||
TERESA M. HASSARA(1) | Senior Vice President - WSRS | ||||
KARA M. HOOGENSEN(1) | Senior Vice President, Benefits and Protection - Head of Workplace Benefits | ||||
KATHLEEN B. KAY(1) | Executive Vice President and Chief Information Officer & PGS | ||||
CHRISTOPHER J. LITTLEFIELD(1) | President - Retirement and Income Solutions | ||||
KENNETH A. MCCULLUM(1) | Executive Vice President - Chief Risk Officer and General Account | ||||
CHRISTOPHER D. PAYNE(1) | Senior Vice President, Government Relations | ||||
JOEL M. PITZ(1) | Executive Vice President and Chief Financial Officer | ||||
SRINIVAS D. REDDY(1) | Senior Vice President - Retirement and Income Solutions | ||||
NATHAN P. SCHELHAAS(1) | Senior Vice President, Benefits and Protection - Head of Business Owner Segment | ||||
PABLO SPRENGER(2) | Executive Vice President, Principal Latin America | ||||
BETHANY A. WOOD(1) | Executive Vice President and Chief Marketing Officer | ||||
(1) 711 High Street | |||||
| Des Moines, IA 50392 | |||||
(2) Av Apoquindo 3600 | |||||
| Piso 10 | |||||
| Santiago, Chile | |||||
(3) 29/F, Sun Hung Kai Centre | |||||
| 30 Harbour Road | |||||
| Hong Kong SAR China | |||||
Item 29. Persons Controlled by or Under Common Control with the Insurance Company or the Registered Separate Account
The Registrant, Principal Life Insurance Company, Separate Account B is a separate account of Principal Life Insurance Company (the "Depositor") and is operated as a unit investment trust. The Registrant supports benefits payable under Depositor's variable annuity contracts by investing assets allocated to various investment options in shares of Principal Variable Contracts Funds, Inc. and other mutual funds registered under the Investment Company Act of 1940 as open-end management investment companies of the "series" type. No person is directly or indirectly controlled by the Registrant.
The Depositor is wholly-owned by Principal Financial Services, Inc. Principal Financial Services, Inc. (an Iowa corporation) an intermediate holding company organized pursuant to Section 512A.14 of the Iowa Code. In turn, Principal Financial Services, Inc. is a wholly-owned subsidiary of Principal Financial Group, Inc., a publicly traded company that filed consolidated financial statements with the SEC. A list of persons directly or indirectly controlled by or under common control with Depositor as of December 31, 2025 appears below:
None of the companies listed in such organization chart is a subsidiary of the Registrant; therefore, only the separate financial statements of Registrant and the consolidated financial statements of Depositor are being filed with this Registration Statement.
| Principal Life Insurance Company - Organizational Structure | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (December 31, 2025) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organized in | % Owned | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PRINCIPAL FINANCIAL GROUP, INC. | Delaware | Publicly Held | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Financial Services, Inc.*# | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → CCB Pension Management, Co. Ltd. | China | 17.64 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ PFG DO Brasil LTDA*# | Brazil | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Brasilprev Seguros E Previdencia S.A.* | Brazil | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors Participacoes, LTDA*# | Brazil | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Claritas Investments LTD*# | Cayman Islands | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Claritas Administracao de Recursos LTDA*# | Brazil | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → PFG Do Brasil 2 Participacoes LTDA*# | Brazil | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Ciclic Corretora de Seguros S.A.*# | Brazil | 50.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal International, LLC.*# | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal International (Asia) Limited*# | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Asia Pacific Investment Consulting (Beijing) Limited*# | China | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal International (South Asia) SDN, BHD*# | Malaysia | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Nominee Company (Hong Kong) Limited*# | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Asset Management Company (Asia) Limited*# | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Trust Company (Hong Kong) Limited* | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Insurance Company (Hong Kong) Limited*# | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Asset Management Berhad* | Malaysia | 60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → CIMB Wealth Advisors Berhad* | Malaysia | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → PT Principal Asset Management | Indonesia | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Asset Management (S) PTE LTD*# | Singapore | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Asset Management Company Limited* | Thailand | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → PT Principal International Indonesia* | Indonesia | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Trust Company (Asia) Limited*# | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Investment & Retirement Services Limited*# | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Consulting (India) Private Limited*# | India | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Bermuda Holding, LLC | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Financial Services (Bermuda) Ltd. | Bermuda | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Global Investors Holding Company, LLC*# | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Financial Services (Europe) II LTD*# | United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors (Europe) Limited* | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors (Switzerland) GMBH* | Switzerland | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors (Ireland) Limited*# | Ireland | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ PGI Origin Holding Company LTD*#< | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Origin Asset Management LLP*#< | Wales/United Kingdom | 94.14 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Corporate Secretarial Services Limited | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate Europe Limited | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate Limited | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate B.V. | Netherlands | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate GmbH | Germany | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → PD Frankfurt GmbH mbH | Germany | 94.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate S.á.r.l. | Luxembourg | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate SAS | France | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate S.L.U. | Spain | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate Spezialfondsgesellschaft mbH | Germany | 94.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors (Singapore) Limited*# | Singapore | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Asset Investments Private Fund Management (Beijing) Co., Ltd. | China | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Private Fund Management (Shanghai) Co., Ltd. | China | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors (Hong Kong) Limited*# | Hong Kong | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors Holding Company (US), LLC*# | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Spectrum Asset Management, Inc.*#< | Connecticut | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → SAMI Brokerage LLC | Connecticut | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Post Advisory Group, LLC*#< | Delaware | 74.64 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Commercial Funding, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Global Investors, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate Investors, LLC*# | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors Trust Company*# | Oregon | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Shareholder Services, Inc.*# | Washington | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Funds Distributor, Inc.*# | Washington | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Islamic Asset Management SDN. BHD*# | Malaysia | 60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Group (Mauritius) LTD*# | Mauritius | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Life Insurance Company+# | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Reinsurance Company of Delaware*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Reinsurance Company of Delaware II*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Real Estate Holding Company, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → GAVI PREHC HC, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Development Investors, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Real Estate Fund Investors, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Holding Company, LLC*#< | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Petula Associates, LLC*< | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Real Estate Portfolio, Inc.*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → GAVI PREPI HC, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Petula Prolix Development Company, LLC*#< | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Commercial Acceptance, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Generation Plant, LLC*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Bank*#< | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Advised Services, LLC | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Workplace Ventures, LLC | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Equity FC, LTD*#< | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Dental Services, Inc.*#< | Arizona | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Employers Dental Services, Inc.*#< | Arizona | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → First Dental Health*#< | California | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Delaware Charter Guarantee & Trust Company*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Preferred Product Network, Inc.*#< | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Reinsurance Company of Vermont*# | Vermont | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Reinsurance Company of Vermont II*#< | Vermont | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal International Holding Company, LLC*# | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Services Private Limited*# | India | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Services (Philippines) LLC | Philippines | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → CCB Principal Asset Management Company, LTD* | China | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Services I (US), LLC*# | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Financial Services II (US), LLC*# | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Services I (UK) LLP *# | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Financial Services V (UK) LTD.*# | United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Services II (UK) LTD.*# | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Services III (UK) LTD.*# | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Financial Services Asia (UK) LTD*# | United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors Asia (UK) Ltd | United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors (Australia) Service Company Pty Limited*# | Australia | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Investor Management (DIFC) Limited | UAE | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Global Investors (Australia) Limited*# | Australia | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Global Investors (Japan) Limited*# | Japan | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Services VI (UK) LTD*# | United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Global Financial Services (Europe) LTD*# | United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Services Latin America LTD.*# | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal International Latin America LTD.*# | United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal International Mexico, LLC*# | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Mexico Servicios, S.A. de C.V.*# | Mexico | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Innovación, S.A. de C.V. | Mexico | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Financial Group, S.A. de C. V. Grupo Financiero*# | Mexico | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Afore, S. A. de C.V., Principal Grupo Financiero*# | Mexico | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Fondos de Inversión S.A. de C.V., Operadora de Fondos de Inversion, Principal Grupo Financiero*# | Mexico | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Seguros, S.A. de C.V., Principal Grupo Financiero*# | Mexico | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal International South America I LTD.*# | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal International South America II LTD.*# | Wales/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal International South America II LTD., Agencia En Chile*# | Chile/United Kingdom | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal International de Chile, S.A.*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Compania de Seguros de Vida Chile S.A.*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Administradora General de Fondos S.A.*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Ahorro e Inversiones S.A.*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Servicios Corporativos Chile LTDA*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Servicios de Administración S.A.*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Holding Company Chile S.A.*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Principal Chile Limitada*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
→ Administradora de Fondos de Pensiones Cuprum S.A.*# | Chile | 97 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Inversiones Cuprum Internacional S.A.*# | Chile | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal National Life Insurance Company+# | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Securities, Inc. | Iowa | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Diversified Dental Services, Inc.*# | Nevada | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Innovations, Inc. | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Business Owner Ecosystem, Inc. | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Workforce, LLC | Delaware | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| → Principal Financial Services (Asia) Pte Ltd | Singapore | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| + Consolidated financial statements are filed with the SEC. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| * Not required to file financial statements with the SEC. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| # Included in the consolidated financial statements of Principal Financial Group, Inc. filed with the SEC. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| = Separate Financial statements are filed with SEC. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| < Included in the financial statements of Principal Life Insurance Company filed with the SEC. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Item 30. Indemnification
Sections 490.851 through 490.859 of the Iowa Business Corporation Act permit corporations to indemnify directors and officers where (A) all of the following apply: the director or officer (i) acted in good faith; (ii) reasonably believed that (a) in the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of the corporation or (b) in all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; and (B) the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation's articles of incorporation.
Unless ordered by a court pursuant to the Iowa Business Corporation Act, a corporation shall not indemnify a director or officer in either of the following circumstances: (A) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct (above) or (B) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director receive a financial benefit to which he or she was not entitled, whether or not involving action in the director's official capacity.
Principal Life Insurance Company's By-Laws provide that it shall indemnify directors and officers against damages, awards, settlements and costs reasonably incurred or imposed in connection with any suit or proceeding to which such person is or may be made a party by reason of being a director or officer of the Company. Such rights of indemnification are in addition to any rights to indemnity to which the person may be entitled under Iowa law and are subject to any limitations imposed by the Board of Directors. The Board has provided that certain procedures must be followed for indemnification of officers, and that there is no indemnity of officers when there is a final adjudication of liability based upon acts which constitute gross negligence or willful misconduct.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Principal Underwriters
(a) Other Activity
Principal Securities, Inc. acts as principal underwriter for variable annuity contracts issued by Principal Life Insurance Company Separate Account B, a registered unit investment trust, and for variable life insurance contracts issued by Principal Life Insurance Company Variable Life Separate Account and Principal National Life Insurance Company Variable Life Separate Account, registered unit investment trusts. Principal Securities, Inc. also acts as principal underwriter for Principal Strategic Outcomes, an index-linked annuity contract, and Principal Strategic Income, an index-linked annuity contract, issued by Principal Life Insurance Company.
(b) Management
| (1) Name and Principal Business Address | (2) Positions and Offices with Principal Underwriter | ||||
| Christopher Agbe-Davies | Vice President, Associate General Counsel and Assistant Secretary | ||||
Principal Financial Group(1) | |||||
| Vivek Agrawal | Director | ||||
Principal Financial Group (1) | |||||
| Chad Claire | Chief Information Officer | ||||
Principal Financial Group(1) | |||||
| Tom Drogan | Chief Compliance Officer | ||||
Principal Financial Group(1) | |||||
| Amy C. Friedrich | Director | ||||
Principal Financial Group(1) | |||||
| William Froehlich | Vice President, Operations | ||||
Principal Financial Group(1) | |||||
| Sarah Juteau | Counsel | ||||
Principal Financial Group(1) | |||||
| Cody Lawler | Vice President, Head of Operations and Head of Supervision | ||||
Principal Financial Group(1) | |||||
| Kenneth A. McCullum | Director | ||||
Principal Financial Group(1) | |||||
| Michael F. Murray | Chairman, President and Chief Executive Officer | ||||
Principal Financial Group(1) | |||||
| Doug Rants | Chief Information Security Officer | ||||
Principal Financial Group(1) | |||||
| Dawn Roberts | Chief Financial Officer | ||||
Principal Financial Group(1) | |||||
| Nathan P. Schelhaas | Director | ||||
Principal Financial Group(1) | |||||
| Craig Spadafora | Senior Vice President | ||||
Principal Financial Group(1) | |||||
| Dan VanWinkle | AML Officer | ||||
Principal Financial Group(1) | |||||
| Dan L. Westholm | Assistant Vice President - Treasury | ||||
Principal Financial Group(1) | |||||
(1) 655 9th Street | |||||
| Des Moines, IA 50309 | |||||
(c) Compensation from the Registrant
| For the fiscal year ended December 31, 2025: | ||||||||||||||
| (1) Name of Principal Underwriter | (2) Net Underwriting Discounts & Commissions | (3) Compensation on Events Occasioning the Deduction of a Deferred Sales Load | (4) Brokerage Commissions | (5) Compensation | ||||||||||
| Principal Securities, Inc. (formerly Princor Financial Services Corporation) | $23,701,484 | 0 | 0 | 0 | ||||||||||
Item 31A. Information About Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment
N/A
Item 32. Location of Accounts and Records
All accounts, books or other documents of the Registered Separate Account are located at the offices of the Depositor, The Principal Financial Group, 711 High Street, Des Moines, Iowa 50392.
Item 33. Management Services
N/A
Item 34. Fee Representation and Undertakings
With regard to the variable options, Principal Life Insurance Company represents the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, Principal Life Insurance Company Separate Account B certifies that it means all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Des Moines, and State of Iowa, on the 29th day of April 2026.
| PRINCIPAL LIFE INSURANCE COMPANY | |||||||||||
| SEPARATE ACCOUNT B | |||||||||||
| (Registrant) | |||||||||||
| By : | /s/ D. D. Strable-Soethout | ||||||||||
| D. D. Strable-Soethout | |||||||||||
| Director, Chair of the Board Executive Committee Principal Life, President and Chief Executive Officer | |||||||||||
| PRINCIPAL LIFE INSURANCE COMPANY | |||||||||||
| (Depositor) | |||||||||||
| By : | /s/ D. D. Strable-Soethout | ||||||||||
| D. D. Strable-Soethout | |||||||||||
| Director, Chair of the Board Executive Committee Principal Life, President and Chief Executive Officer | |||||||||||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||
| /s/ D. D. Strable-Soethout | Director, Chair of the Board, Executive | April 29, 2026 | ||||||
| D. D. Strable-Soethout | Committee Principal Life, President and Chief Executive Officer | |||||||
| /s/ K. L. Wilhelm | Vice President and Controller | April 29, 2026 | ||||||
| K. L. Wilhelm | (Principal Accounting Officer) | |||||||
| /s/ J. M. Pitz | Executive Vice President and Chief Financial Officer | April 29, 2026 | ||||||
| J. M. Pitz | (Principal Financial Officer) | |||||||
| /s/ J. S. Auerbach* | Director | April 29, 2026 | ||||||
| J. S. Auerbach | ||||||||
| /s/ M. E. Beams* | Director | April 29, 2026 | ||||||
| M. E. Beams | ||||||||
| /s/ J. Carter-Miller* | Director | April 29, 2026 | ||||||
| J. Carter-Miller | ||||||||
| /s/ R. C. Hochschild* | Director | April 29, 2026 | ||||||
| R. C. Hochschild | ||||||||
| /s/ S. M. Mills* | Director | April 29, 2026 | ||||||
| S. M. Mills | ||||||||
| /s/ H. E. Mitchell* | Director | April 29, 2026 | ||||||
| H. E. Mitchell | ||||||||
| /s/ C. Muruzabal* | Director | April 29, 2026 | ||||||
| C. Muruzabal | ||||||||
| /s/ D. C. Nordin* | Director | April 29, 2026 | ||||||
| D. C. Nordin | ||||||||
| /s/ B. C. Pickerell* | Director | April 29, 2026 | ||||||
| B. C. Pickerell | ||||||||
| /s/ C. S. Richer* | Director | April 29, 2026 | ||||||
| C. S. Richer | ||||||||
| /s/ A. Rivera* | Director | April 29, 2026 | ||||||
| A. Rivera | ||||||||
*By | /s/ D. D. Strable-Soethout | |||||||
| D. D. Strable-Soethout | ||||||||
| Director, Chair of the Board, President and Chief Executive Officer | ||||||||
| Attorney-in-fact pursuant to Powers of Attorney filed previously | ||||||||
ATTACHMENTS / EXHIBITS
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