UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |