PRINCIPAL FINANCIAL GROUP INC

8-K · tm2614965d5_8k.htm iXBRL

0001126328

 2026-05-27
 2026-05-27

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

  

 Pursuant
to Section 13 or 15(d) of the

 Securities
Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 1, 2026 ( May
27, 2026 )

  

 PRINCIPAL
FINANCIAL GROUP, INC.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
 1-16725
 42-1520346

 (State
 or other jurisdiction  of
 incorporation)
 (Commission
 file number)
 (I.R.S.
 Employer Identification
 Number)

  

 711
High Street , Des
Moines , Iowa
 50392

 (Address
of principal executive offices)

  

 ( 515 )
 247-5111

 (Registrant’s
telephone number, including area code)

  

 Not Applicable

 (Former name or former address, if changed since last report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ¨ Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    

 ¨ Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    

 ¨ Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    

 ¨ Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company     ¨

  

 If
an emerging growth company, 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 13(a) of the Exchange Act.  ¨

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 symbols(s)
  
 Name
 of each exchange on which registered

 Common
 Stock
  
 PFG
  
 Nasdaq
 Global Select Market

  

  

  

  

  

  

 Item 1.01 Entry Into a Material Definitive Agreement.

  

 On June 1, 2026, Principal Financial Group, Inc.
(the “Company”) issued $400,000,000 aggregate principal amount of its 5.300% Senior Notes due 2037 (the “Notes”).
The Notes were issued pursuant to the Senior Indenture, dated as of May 21, 2009 (the “Senior Indenture”), among the
Company, as issuer, Principal Financial Services, Inc. (“PFSI”), as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee, as supplemented by the Eighteenth Supplemental Indenture, dated as of June 1, 2026 (the “Supplemental
Indenture”). The Notes are fully and unconditionally guaranteed by PFSI pursuant to the guarantee, dated as of June 1, 2026
(the “Guarantee”).

  

 The Notes were sold pursuant to an effective
automatic shelf registration statement on Form S-3 (the “Registration Statement”) (File Nos. 333-293726 and 333-293726-01)
which became effective upon filing with the Securities and Exchange Commission on February 25, 2026. The closing of the sale of
the Notes occurred on June 1, 2026. The Senior Indenture, the Supplemental Indenture (including the form of the Note) and the Guarantee
of PFSI are filed as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and are incorporated by reference herein.

  

 Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.

  

 The information contained in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.

  

 Item 8.01 Other Events.

  

 Underwriting Agreement.

  

 In connection with the issuance and sale of the
Notes, the Company entered into the Underwriting Agreement, dated May 27, 2026 (the “Underwriting Agreement”), among
the Company, PFSI and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives
of the underwriters named in Schedule I thereto, relating to the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto,
and is incorporated by reference herein.

  

 Opinions of Counsel.

  

 The opinion of Debevoise & Plimpton
LLP, relating to the validity of the Notes and the related Guarantee, is filed as Exhibit 5.1 hereto. The opinion of George Djurasovic,
Vice President and Interim General Counsel of the Company and PFSI, relating to certain legal matters relating to the issuance of the
Guarantee, is filed as Exhibit 5.2 hereto.

  

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 Item 9.01 Financial Statements and Exhibits.

  

 The exhibits to this Current Report on Form 8-K
(except Exhibit 104) are hereby incorporated by reference into the Registration Statement.

  

 (d) Exhibits.

  

 Exhibit No.  
 Description

    
  

 Exhibit 1.1  
 Underwriting Agreement, dated May 27, 2026,
 among Principal Financial Group, Inc., Principal Financial Services, Inc. and BofA Securities, Inc., Goldman Sachs &
 Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule I thereto, relating to the 5.300%
 Senior Notes due 2037.

    
  

 Exhibit 4.1  
 Senior Indenture, dated as of May 21, 2009, among Principal
 Financial Group, Inc., as issuer, Principal Financial Services, Inc., as guarantor, and The Bank of New York Mellon Trust
 Company, as trustee (incorporated by reference to Exhibit 4.1 to Principal Financial Group Inc.’s Current Report on Form 8-K
 filed on May 21, 2009).

    
  

 Exhibit 4.2  
 Eighteenth Supplemental Indenture (including the form of 5.300%
 Senior Note due 2037), dated as of June 1, 2026 among Principal Financial Group, Inc., as issuer, Principal Financial Services, Inc.,
 as guarantor, and The Bank of New York Mellon Trust Company, as trustee, relating to the 5.300% Senior Notes due 2037.

    
  

 Exhibit 4.3  
 Guarantee of Principal Financial Services, Inc. with
 respect to the 5.300% Senior Notes due 2037.

    
  

 Exhibit 5.1  
 Opinion of Debevoise & Plimpton LLP with respect
 to the 5.300% Senior Notes due 2037 and the related Guarantee.

    
  

 Exhibit 5.2  
 Opinion of George Djurasovic, Vice President and Interim General
 Counsel of Principal Financial Group, Inc. and Principal Financial Services, Inc. with respect to the Guarantee with respect
 to the 5.300% Senior Notes due 2037.

    
  

 Exhibit 23.1  
 Consent of Debevoise & Plimpton LLP (contained in
 Exhibit 5.1).

    
  

 Exhibit 23.2  
 Consent of George Djurasovic, Vice President and Interim General
 Counsel of Principal Financial Group, Inc. and Principal Financial Services, Inc. (contained in Exhibit 5.2).

    
  

 Exhibit 104  
 Cover Page to this Current Report on Form 8-K in
 Inline XBRL.

  

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 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

  

  
 PRINCIPAL FINANCIAL GROUP, INC.

  
  

 Date: June 1, 2026
 By:
 /s/
 George Djurasovic

  
 Name:
 George Djurasovic

  
 Title:
 Vice President and
 Interim General Counsel

  

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