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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): July 17, 2025
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)
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 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, par value $0.01 | 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 (§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. ¨ |
Item 8.01 Other Events
Principal Financial Group, Inc. (the “Company”) has received notice of an unsolicited “mini-tender” offer by Potemkin Limited (“Potemkin”) to purchase up to 100,000 shares of the Company’s common stock. The offer price of $51.70 per share is approximately 34.91 percent lower than the $79.43 per share closing price for the Company’s common stock on June 30, 2025, the last trading date before the July 1, 2025 offer date. The shares subject to Potemkin's offer represent approximately 0.0004 percent of the shares of the Company’s outstanding common stock as of the date of the offer.
The company does not endorse Potemkin's unsolicited mini-tender offer and is not associated in any way with Potemkin, its mini-tender offer, or its mini-tender offer documents.
On July 17, 2025, the Company issued the press release attached to this Report as Exhibit 99, informing its shareholders that the Company does not endorse Potemkin’s unsolicited mini-tender offer and recommending that shareholders not tender their shares to Potemkin. Shareholders who have already tendered their shares may withdraw them within 14 days after the date of delivery of the shareholder’s Tender Form by providing notice as described in the Potemkin mini-tender offer documents prior to the expiration of the offer. Potemkin’s offer is currently scheduled to expire at 5:00 p.m., Eastern time, on Tuesday, September 30, 2025. Additional information concerning mini-tender offers is included, or referred to, in the attached press release.
Item 9.01 Financial Statements and Exhibits
| 99 | Press Release of Principal Financial Group, Inc. dated July 17, 2025. | |
| 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: July 17, 2025 | By: | /s/ Christopher Agbe-Davies |
| Name: | Christopher Agbe-Davies | |
| Title: | Vice President, Associate General Counsel and Assistant Secretary | |
Exhibit 99
Release: July 17, 2025
Media Contact: Tracy Willits 515-202-7714, willits.tracy@principal.com
Investor Contact: Humphrey Lee 877-909-1105, lee.humphrey@principal.com
Principal® recommends shareholders reject “mini-tender” offer by Potemkin Limited
(Des Moines, Iowa) - Principal Financial Group® (Nasdaq: PFG) announced today that it has received notice of an unsolicited mini-tender offer by Potemkin Limited (“Potemkin”) to purchase up to 100,000 shares of Principal Financial Group, Inc. common stock from Principal® shareholders. The offer is for approximately 0.0004 percent of Principal’s shares of common stock outstanding as of the July 1, 2025, offer date. Potemkin’s offer price of $51.70 per share is approximately 34.91 percent lower than the $79.43 closing price of PFG common stock on Nasdaq on June 30, 2025, the last trading day prior to the offer date.
Principal does not endorse Potemkin’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Potemkin’s offer because the offer is at a price that is significantly below the June 30, 2025, closing common stock price of $79.43 per share.
Principal is not associated in any way with Potemkin, its mini-tender offer, or its mini-tender offer documents. Potemkin’s offer is generally not subject to the information filing requirements of the Securities Exchange Act and Potemkin is not generally required to file reports, proxy statements and other information with the U.S. Securities and Exchange Commission (“SEC”) relating to its business, financial condition and otherwise.
Potemkin has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than five percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s cautionary advice to investors on mini-tender offers is available at https://www.sec.gov/investor/pubs/minitend.htm
Principal urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Potemkin’s offer.
Principal urges shareholders who have not responded to Potemkin’s offer to take no action. Shareholders who have already tendered their shares may withdraw them within 14 days after the date of delivery of the shareholder’s Tender Form by providing notice as described in the Potemkin mini-tender offer documents, prior to the expiration of the offer, currently scheduled for Tuesday, September 30, 2025, 5 p.m. Eastern time. Principal encourages shareholders to review carefully the “Withdrawal Rights” section of the offer documents.
Principal encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to Members 9-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Principal requests that a copy of this news release be included with all distributions of materials relating to Potemkin’s mini-tender offer related to shares of Principal Financial Group, Inc. common stock.
About Principal Financial Group®
Principal Financial Group® (Nasdaq: PFG) is a global financial company with approximately 20,000 employees1 passionate about improving the wealth and well-being of people and businesses. In business for 145 years, we’re helping approximately 70 million customers1 plan, protect, invest, and retire, while working to support the communities where we do business. Principal is proud to be recognized as one of the 2025 World’s Most Ethical Companies2 and named as a “Best Places to Work in Money Management3.” Learn more about Principal and our commitment to building a better future at principal.com.
1 As of March 31, 2025
2 Ethisphere, 2025
3 Pensions & Investments, 2024
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