Press release
Principal® Recommends Shareholders Reject “Mini-tender” Offer by Potemkin Limited
DES MOINES, Iowa--(BUSINESS WIRE)-- Principal Financial Group® (Nasdaq: PFG) announced today that it has received notice of an unsolicited mini-tender offer

About this update from Principal Financial Group Inc
[{"type":"text","content":" DES MOINES, Iowa--(BUSINESS WIRE)--\nPrincipal Financial Group® (Nasdaq: PFG) announced today that it has received notice of an unsolicited mini-tender offer by Potemkin Limited (“Potemkin”) to purchase up to 100,000 shares of Principal Financial Group, Inc. common stock from Principal® shareholders. The offer is for approximately 0.0004 percent of Principal’s shares of common stock outstanding as of the July 1, 2025, offer date. Potemkin’s offer price of $51.70 per share is approximately 34.91 percent lower than the $79.43 closing price of PFG common stock on Nasdaq on June 30, 2025, the last trading day prior to the offer date.\n\n\nPrincipal does not endorse Potemkin’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Potemkin’s offer because the offer is at a price that is significantly below the June 30, 2025, closing common stock price of $79.43 per share.\n\n\nPrincipal is not associated in any way with Potemkin, its mini-tender offer, or its mini-tender offer documents. Potemkin’s offer is generally not subject to the information filing requirements of the Securities Exchange Act and Potemkin is not generally required to file reports, proxy statements and other information with the U.S. Securities and Exchange Commission (“SEC”) relating to its business, financial condition and otherwise.\n\n\nPotemkin has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than five percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.\n\n\nThe SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s cautionary advice to investors on mini-tender offers is available at https://www.sec.gov/investor/pubs/minitend.htm\n\n\nPrincipal urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Potemkin’s offer.\n\n\nPrincipal urges shar...