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  4. [8-K] PRINCIPAL FINANCIAL GROUP INC Reports Material Event

Principal Financial (PFG) issues $400M 5.300% senior notes due 2037

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Principal Financial Group, Inc. issued $400,000,000 of 5.300% Senior Notes due 2037 on June 1, 2026. These senior debt securities were issued under the existing senior indenture and an eighteenth supplemental indenture, and are fully and unconditionally guaranteed by Principal Financial Services, Inc.

The notes were sold under an automatic shelf registration statement on Form S-3, with closing of the sale occurring on June 1, 2026. An underwriting agreement with major investment banks and related legal opinions and guarantees were executed and filed as exhibits.

Positive

  • None.

Negative

  • None.

Insights

Principal Financial adds $400M long-term senior debt at 5.300%.

Principal Financial Group, Inc. has issued $400,000,000 of 5.300% Senior Notes due 2037, adding a defined-cost, long-term funding source. The notes sit at the senior level of the capital structure and are fully guaranteed by Principal Financial Services, Inc.

The transaction is executed under an existing senior indenture and an automatic shelf registration, suggesting a standardized, programmatic approach to debt issuance. An underwriting syndicate led by major banks handled distribution, and multiple legal opinions support the validity of the notes and guarantee.

This looks like a routine capital markets transaction rather than a transformative event. The filing does not state specific uses of proceeds, so the investment impact depends on how the company ultimately allocates this additional long-term debt capacity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal $400,000,000 aggregate principal amount 5.300% Senior Notes due 2037 issued June 1, 2026
Coupon rate 5.300% interest rate Senior Notes due 2037
Maturity year 2037 maturity 5.300% Senior Notes
Indenture date May 21, 2009 Date of original Senior Indenture
Supplemental indenture date June 1, 2026 Eighteenth Supplemental Indenture for 2037 notes
Shelf registration date February 25, 2026 Automatic Form S-3 became effective upon filing
Senior Notes financial
"issued $400,000,000 aggregate principal amount of its 5.300% Senior Notes due 2037"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Senior Indenture financial
"The Notes were issued pursuant to the Senior Indenture, dated as of May 21, 2009"
automatic shelf registration statement regulatory
"sold pursuant to an effective automatic shelf registration statement on Form S-3"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
Underwriting Agreement financial
"the Company entered into the Underwriting Agreement, dated May 27, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Supplemental Indenture financial
"as supplemented by the Eighteenth Supplemental Indenture, dated as of June 1, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Guarantee financial
"The Notes are fully and unconditionally guaranteed by PFSI pursuant to the guarantee"
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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.

 

 2 

 

 

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.

 

 3 

 

 

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

 

 4 

 

Source: View Original Filing on SEC EDGAR

FAQ

What type of securities did Principal Financial Group (PFG) issue in this filing?

Principal Financial Group issued $400,000,000 aggregate principal amount of 5.300% Senior Notes due 2037. These are senior debt securities, meaning they rank high in the capital structure and carry a fixed 5.300% interest rate until maturity in 2037.

When were Principal Financial Group’s 5.300% Senior Notes due 2037 issued and sold?

The 5.300% Senior Notes due 2037 were issued and the sale closed on June 1, 2026. The underwriting agreement connected to the issuance was dated May 27, 2026, and the notes were sold under an automatic shelf registration statement on Form S-3.

Who guarantees Principal Financial Group (PFG)’s 5.300% Senior Notes due 2037?

The notes are fully and unconditionally guaranteed by Principal Financial Services, Inc. The guarantee is documented in a separate agreement dated June 1, 2026, which is filed as Exhibit 4.3 and is tied to the same senior notes due 2037.

Which banks underwrote Principal Financial Group (PFG)’s 5.300% Senior Notes due 2037?

BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC acted as representatives of the underwriters. They are parties to the May 27, 2026 underwriting agreement that covers the issuance and sale of the 5.300% Senior Notes due 2037.

Filing Exhibits & Attachments

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