AMERIPRISE FINANCIAL INC

8-K · tm2617199d1_8k.htm iXBRL

0000820027

 2026-06-04
 2026-06-04

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 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 4, 2026

  

 AMERIPRISE FINANCIAL, INC.

 (Exact name of registrant as specified in its charter)

  

 Delaware
  
 001-32525
  
 13-3180631

 (State or other jurisdiction

 of incorporation)
  
 (Commission

File Number)
  
 (IRS
 Employer

Identification No.)

  

 1099 Ameriprise Financial Center

 Minneapolis , Minnesota

  
 55474

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including
area code: ( 612 ) 671-3131

  

 Former name or former address,
if changed since last report: Not Applicable

  

 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))

  

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

  

 Title
 of each class
  
 Trading

 Symbol
  
 Name
 of each exchange on which registered

 Common
 Stock (par value $.01 per share)
  
 AMP
  
 The
 New York Stock Exchange ,
 Inc.

  

 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.  ¨

  

  

  

  

  

  

 Item 8.01 Other Events.

  

 On June 9, 2026, Ameriprise
Financial, Inc. (the “Company”) issued $300,000,000 aggregate principal amount of its 4.800% Senior Notes due 2031 (the
“2031 Notes”) and $450,000,000 aggregate principal amount of its 5.350% Senior Notes due 2036 (the “2036 Notes”
and, together with the 2031 Notes, the “Notes”). The Notes were sold pursuant to the Underwriting Agreement (the “Underwriting
Agreement”) that the Company entered into on June 4, 2026 with BofA Securities, Inc., Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”).
The Notes were offered pursuant to the prospectus supplement dated June 4, 2026, to the prospectus dated February 23, 2024,
each filed with the Securities and Exchange Commission (the “Commission”) as part of the Company’s registration statement
on Form S-3 (Registration No. 333-277307) (the “Registration Statement”).

  

 The following documents relating
to the Notes are filed herewith as exhibits and incorporated by reference into this Form 8-K and the Registration Statement: (i) the
Underwriting Agreement, (ii) the forms of the Notes and (iii) the opinion of Faegre Drinker Biddle & Reath LLP.

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits.

  

 Exhibit No.
  
 Description

 Exhibit 1.1
  
 Underwriting Agreement, dated June 4, 2026, among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters.

  
  
  

 Exhibit 4.1
  
 Form of 4.800% Senior Note due 2031.

  
  
  

 Exhibit 4.2
  
 Form of 5.350% Senior Note due 2036.

  
  
  

 Exhibit 5.1
  
 Opinion of Faegre Drinker Biddle & Reath LLP.

  
  
  

 Exhibit 23.1
  
 Consent of Faegre Drinker Biddle & Reath LLP. (included as part of Exhibit 5.1).

  
  
  

 Exhibit 104
  
 Cover page (embedded within
 the Inline eXtensible Business Reporting Language)

  

  

  

  

 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, thereunto
duly authorized.

  

  
 AMERIPRISE FINANCIAL, INC.

 (Registrant)

  

 Date: June 9, 2026
 By:
 /s/
 Shweta Jhanji

  
 Name:
 Shweta Jhanji

  
 Title:
 Senior Vice President and Treasurer