PRINCIPAL FINANCIAL GROUP INC 8-K

What Happened

• On June 1, 2026, Principal Financial Group, Inc. announced it issued $400,000,000 aggregate principal amount of 5.300% Senior Notes due 2037. The notes were issued under the company’s Senior Indenture (May 21, 2009) as supplemented by the Eighteenth Supplemental Indenture dated June 1, 2026, and are fully and unconditionally guaranteed by Principal Financial Services, Inc. The offering closed on June 1, 2026 and was sold under an effective automatic shelf registration statement on Form S-3 that became effective February 25, 2026.

Key Details

• Amount and terms: $400,000,000 principal; interest rate 5.300%; maturity in 2037.
• Guarantee and documents: Notes are guaranteed by Principal Financial Services, Inc.; Senior Indenture, Supplemental Indenture and Guarantee are filed as exhibits.
• Underwriters and agreements: Underwriting Agreement dated May 27, 2026, with BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as lead representatives.
• Legal opinions: Opinions of Debevoise & Plimpton LLP and the company’s interim general counsel regarding validity and guarantee are filed as exhibits.

Why It Matters

• This filing creates a material long‑term debt obligation for Principal Financial Group — $400M of fixed‑rate debt maturing in 2037 — which will affect the company’s debt profile and fixed interest expense through maturity.
• The notes are senior obligations and are guaranteed by a subsidiary (PFSI), which is relevant for creditors and investors assessing credit risk and security of the obligation.
• Investors should note the interest rate and maturity when evaluating the company’s capital structure, refinancing needs, and interest rate exposure; additional details and legal documents are included as exhibits to the 8‑K.