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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: August 17, 2025
(Date
of earliest event reported)
PRINCIPAL
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
1-16725 |
42-1520346 |
| (State or other jurisdiction |
(Commission file number) |
(I.R.S. Employer |
| of
incorporation) |
|
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
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock |
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 (§203.405
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 5.02 | Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On August 17, 2025, the Board of Directors
(the “Board”) of Principal Financial Group, Inc. (the “Company”) elected Deanna D. Strable, the
Company’s President, Chief Executive Officer and a member of the Board, to the additional position of Chair of the Board, effective
September 2, 2025. At that time, Daniel J. Houston, the Company’s current Executive Chairman and former President and Chief Executive
Officer, will conclude his service on the Board.
A copy of the news release announcing Ms. Strable’s
election as Chair and Mr. Houston’s conclusion of service on the Board is attached as Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
New Release of the Company issued on August 19, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101). |
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: August 19, 2025
