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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: September 9, 2026
(Date
of earliest event reported)
PRINCIPAL FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
1-16725 |
42-1520346 |
| (State or other jurisdiction |
(Commission file number) |
(I.R.S. Employer |
| of
incorporation) |
|
Identification
Number) |
711
High Street, Des
Moines, Iowa
50392
(Address
of principal executive offices)
(515)
247-5111
(Registrant’s
telephone number, including area code)
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 (§203.405 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. |
| Title
of each class |
|
Trading
symbol(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 September 9, 2026, Principal Financial Group, Inc.
(the “Company”), Principal Financial Services, Inc., a wholly-owned subsidiary of the Company (“PFSI”), and Principal
Life Insurance Company, a wholly-owned subsidiary of the Company (the “Borrower”, and together with the Company and PFSI,
the “Loan Parties”), entered into an Amended and Restated Five-Year Credit Facility (the “Credit Facility”) with
a syndicate of banks, including Wells Fargo Bank, N.A., as administrative agent and the other lenders named therein (the “Lenders”).
The Credit Facility refinanced the Company’s existing revolving credit facility, dated as of October 18, 2022 (the “Existing
Facility”).
The
Credit Facility, among other matters, (i) revised the commitment fee and margin pricing grid applicable to borrowings outstanding
under the Credit Facility, including removing the credit spread adjustment that was previously applicable to Term SOFR borrowings under
the Existing Facility, (ii) extended the maturity date to the date that is five years following the effective date of the Credit Facility
and (iii) provide additional operationality flexibility for the Company and its subsidiaries under certain covenant obligations. Borrowings
under the Credit Facility are unsecured and are guaranteed by the Borrower’s direct and indirect parent companies, the Company and
PFSI. Borrowings under the Credit Facility (i) may be used to support liquidity needs and other general corporate purposes, (ii) allows
for borrowing of up to $900,000,000 and (iii) has a commitment termination date of September 9, 2031, subject to up to two 1-year extensions
in accordance with the terms of the Credit Facility. The amount available under the Credit Facility may be increased to a maximum amount
of $1,300,000,000, subject to conditions set forth in the Credit Facility, including that no Event of Default (as defined in the Credit
Facility) exists. No Lender will be required or otherwise obligated to provide any portion of such increase. There are currently no borrowings
outstanding under the Credit Facility.
Any borrowings under the Credit Facility would mature
no later than September 9, 2031, the expiration date of the Credit Facility, and would bear interest at the rates set forth in the Credit
Facility. The Borrower will also pay a commitment fee on undrawn amounts at the rates set forth in the Credit Facility. Amounts due under
the Credit Facility may be accelerated upon an Event of Default if not otherwise waived or cured.
The Credit Facility contains customary representations
and warranties and affirmative and negative covenants, including covenants restricting, subject to certain exceptions and materiality
thresholds, the ability of the Loan Parties and their respective Significant Subsidiaries (as defined in the Credit Facility) to incur
liens, merge or consolidate with another entity, and dispose of all or substantially all of its assets. The Credit Facility also includes
the following financial covenants: (i) maintenance by the Borrower of a minimum Statutory Surplus (as defined in the Credit Facility)
of $2,885,208,297; and (ii) a Total Debt to Total Capital ratio (each as defined in the Credit Facility) of the Company not to exceed
35%. Further, the Credit Facility contains customary events of default, subject to certain materiality thresholds and grace periods for
certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations
and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults.
The foregoing description of the Credit Facility does
not purport to be complete and is qualified in its entirety by reference to the complete text of the Credit Facility, which is attached
as Exhibit 10.1 and incorporated herein by reference.
From time to time, in
the ordinary course of their business, certain lenders under the Credit Facility or their affiliates have provided, and may in the future
provide, various financial advisory, investment banking, commercial banking, financing arrangements or investment management services
to the Company and its affiliates, and have been or are counterparties in various securities transactions, for which they have received
and may continue to receive customary fees and commissions.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
|
| Number |
|
Description |
| 10.1 |
|
Amended
and Restated Five-Year Credit Agreement, dated as of September 9, 2026, by and among Principal Life Insurance
Company, as borrower, Principal Financial Group, Inc., as guarantor, Principal Financial Services, Inc., as guarantor, Wells Fargo Bank,
National Association, as administrative agent, and the other lenders party thereto. |
| 104 |
|
Cover Page to
this Current Report on Form 8-K in Inline XBRL. |
SIGNATURE
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.
| |
PRINCIPAL FINANCIAL GROUP, INC. |
| |
|
|
| |
By: |
/s/ Christopher Agbe-Davies |
| |
Name: |
Christopher Agbe-Davies |
| |
Title: |
Vice President, Associate General Counsel and Assistant Secretary |
| |
|
|
| Date: September 9, 2026 |
|
|
