UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 21, 2025 (
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
(
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Emerging growth company
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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.
As previously disclosed, in March 2018, Principal Financial Group, Inc. (the “Company”) raised $400,000,000 as a contingent liquidity funding arrangement through the issuance of 400,000 4.111% pre-capitalized trust securities redeemable February 15, 2028 (the “2028 P-Caps”) by High Street Funding Trust I, a Delaware statutory trust (the “Trust”). In connection with such issuance, the Company entered into the Put Option Agreement, dated as of March 15, 2018 (the “Put Option Agreement”), with Principal Financial Services, Inc., as the subsidiary guarantor, the Trust, The Bank of New York Mellon, as put option calculation agent, and The Bank of New York Mellon Trust Company, N.A., as notes trustee. The Put Option Agreement provides the Company with the right to require the Trust to purchase the Company’s 4.111% Senior Notes due 2028 (the “2028 Notes”) in exchange for the portfolio of principal and/or interest strips of U.S. Treasury securities held by the Trust (the “Eligible Assets”).
Following the Company’s exercise of its put option in full under the Put Option Agreement on March 19, 2025, the Company issued $400,000,000 aggregate principal amount of its 2028 Notes to the Trust in exchange for the Eligible Assets. The Company also waived its right to repurchase the 2028 Notes and directed The Bank of New York Mellon, as trustee, to dissolve the Trust in accordance with its declaration of trust and deliver the 2028 Notes to the beneficial holders of the 2028 P-Caps pro rata in respect of each 2028 P-Cap. On March 20, 2025, the Trust was dissolved and the beneficial holders of the 2028 P-Caps received the 2028 Notes through the facilities of The Depository Trust Company.
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: March 21, 2025 | By: | /s/ Natalie Lamarque |
| Name: | Natalie Lamarque | |
| Title: | Executive Vice President, General Counsel and Secretary | |