Form 8-K PRINCIPAL FINANCIAL GROU For: Sep 09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
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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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 10.1 | Amended and Restated Five-Year Credit Agreement, dated as of September 9, 2026, by and among Principal Life Insurance Company, as borrower, Principal Financial Group, Inc., as guarantor, Principal Financial Services, Inc., as guarantor, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. | |
| 104 | Cover Page to this Current Report on Form 8-K in Inline XBRL. |
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SIGNATURE
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 thereunto duly authorized.
| PRINCIPAL FINANCIAL GROUP, INC. | ||
| By: | /s/ Christopher Agbe-Davies | |
| Name: | Christopher Agbe-Davies | |
| Title: | Vice President, Associate General Counsel and Assistant Secretary | |
| Date: September 9, 2026 | ||
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE