PFG Principal Financial Group Inc - 8-K

Item 1.01 Entry Into a Material Definitive Agreement.

On June 1, 2026, Principal Financial Group, Inc.
(the “Company”) issued $400,000,000 aggregate principal amount of its 5.300% Senior Notes due 2037 (the “Notes”).
The Notes were issued pursuant to the Senior Indenture, dated as of May 21, 2009 (the “Senior Indenture”), among the
Company, as issuer, Principal Financial Services, Inc. (“PFSI”), as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee, as supplemented by the Eighteenth Supplemental Indenture, dated as of June 1, 2026 (the “Supplemental
Indenture”). The Notes are fully and unconditionally guaranteed by PFSI pursuant to the guarantee, dated as of June 1, 2026
(the “Guarantee”).

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.

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 8.01 Other Events.

Underwriting Agreement.

In connection with 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.

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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.

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