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): ~~May~~June 201, 2026 (May 27, 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
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)
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)

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))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock PFG Nasdaq Global Select Market

¨ 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. ¨

~~Item~~Securities ~~5.07~~registered ~~Submission~~pursuant ~~of Matters~~ to aSection ~~Vote~~12(b) of ~~Security~~the ~~Holders~~Act:

~~Principal~~Title ~~Financial~~of ~~Group,~~each ~~Inc.~~class ~~(the~~Trading ~~"Company"~~symbols(s) ~~held~~Name ~~its annual shareholders meeting on May 19, 2026. The result~~ of each ~~matter~~exchange ~~voted~~on ~~upon~~which atregistered ~~the~~Common ~~annual~~Stock ~~shareholders~~PFG ~~meeting~~Nasdaq isGlobal ~~set~~Select ~~forth below.~~Market

(Item 1).01 ~~Election~~Entry ofInto ~~Class~~a IMaterial ~~director~~Definitive ~~nominees~~Agreement.

~~The~~On ~~shareholders~~June 1, ~~elected~~2026, asPrincipal ~~Class~~Financial ~~I directors~~Group, Inc. ~~each~~(the to“Company”) ~~serve~~issued ~~for~~$400,000,000 aaggregate ~~three-year~~principal ~~term~~amount ~~that~~of ~~expires~~its at5.300% Senior Notes due 2037 (the ~~annual~~“Notes”). The ~~shareholders~~Notes ~~meeting~~were issued pursuant to bethe ~~held~~Senior inIndenture, ~~2029~~dated as of May 21, ~~with~~2009 ~~Ms.~~(the ~~Beams~~“Senior ~~standing~~Indenture”), ~~for~~among ~~reelection~~the ~~with~~Company, ~~the~~as ~~Class~~issuer, IIPrincipal ~~directors~~Financial atServices, Inc. ~~the~~(“PFSI”), ~~2027~~as ~~Annual~~guarantor, ~~Meeting~~and The Bank of ~~Shareholders~~New toYork ~~maintain~~Mellon asTrust Company, ~~nearly~~N.A., as ~~equal~~trustee, as ~~possible~~supplemented ~~distribution~~by ofthe ~~directors~~Eighteenth ~~across~~Supplemental ~~classes~~Indenture, dated as ~~described~~of inJune 1, 2026 (the ~~Company's~~“Supplemental Indenture”). ~~2026~~The ~~Proxy~~Notes ~~Statement~~are fully and unconditionally guaranteed by PFSI pursuant to the guarantee, dated as of June 1, 2026 (the “Guarantee”).

	VOTES FOR	VOTES AGAINST	ABSTAINED	BROKER NON-VOTES
Jonathan S. Auerbach	147,522,363	1,320,440	445,762	13,652,890
Mary E. “Maliz” Beams	147,350,149	1,520,839	417,577	13,652,890
Jocelyn Carter-Miller	131,550,124	17,197,659	540,782	13,652,890
Scott M. Mills	145,397,523	3,381,841	509,200	13,652,890
Claudio N. Muruzabal	145,874,024	2,893,833	520,707	13,652,890

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.

		Votes For	Votes Against	Abstained	Broker Non-Votes
(2)	Advisory Vote to Approve Executive Compensation	143,995,731	4,652,158	640,675	13,652,890
(3)	Ratification of Appointment of Independent Registered Public Accountants	152,476,036	10,211,189	254,229	0
(4)	Approval of the Principal Financial Group, Inc. 2026 Stock Incentive Plan	145,770,467	3,118,949	399,148	13,652,890

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

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

~~Pursuant~~Item to8.01 ~~the~~Other ~~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~~Events.

~~PRINCIPAL~~Underwriting ~~FINANCIAL GROUP, INC~~Agreement. ~~By: /s/ Christopher Agbe-Davies Name: Christopher Agbe-Davies Title: Vice President, Associate General Counsel, and Interim Secretary~~

~~Date:~~In ~~May~~connection 20with 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.

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.

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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