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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

Principal Financial Group Inc

PFGNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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 Rest…

Filed Sep 10, 2026Accepted Sep 9, 2026, 5:36 PM EDTCIK 1126328Accession 0001104659-26-106416
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Company context

Principal Financial Group® (Nasdaq: PFG) is a global financial company with approximately 20,000 employees 1 passionate about improving the wealth and well-being of people and businesses. In business for 146 years, we’re helping over 70 million customers 1 plan, insure, invest, and retire, while working to support the communities where we do business and building an inclusive workforce. Principal ® is proud to be recognized as one of the 2025 World’s Most Ethical Companies 2 and named as a Best Places to Work in Money Management 3. Learn more about Principal and our commitment to building a better future at principal.com.

Current securities

Historical securities (1)

Recent company filings

  1. 13F-HR filingNov 2, 2026
  2. 10-Q filingOct 29, 2026
  3. Results of Operations and Financial ConditionOct 26, 2026
  4. Regulation FD DisclosureOct 19, 2026
  5. 144 filingSep 3, 2026

Registered securities in this filing

PRINCIPAL FINANCIAL GROUP, INC. · 8-K · Filed 2026-09-10

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock

Symbol
PFG
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-09-09

Dimensions: Not supplied

Accession 000110465926106416 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
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. 2/4
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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.

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