Principal Financial Group Warns Shareholders Against Potemkin Limited's Unsolicited Mini-Tender Offer

Principal Financial Group advises shareholders to reject Potemkin Limited's mini-tender offer to purchase up to 100,000 shares of Principal's common stock at a significantly lower price than the market value. Principal urges caution and recommends consulting with a broker or financial advisor before making any decisions. Shareholders who have already tendered their shares can withdraw them within 14 days of the offer's expiration date.

Principal Financial Group (PFG) has advised its shareholders to reject an unsolicited mini-tender offer by Potemkin Limited. The offer, announced on July 17, 2025, seeks to purchase up to 100,000 shares of Principal Financial Group, Inc. common stock at a significantly lower price than the current market value. The offer price is $51.70 per share, which is approximately 34.91 percent lower than the $79.43 closing price of PFG common stock on Nasdaq on June 30, 2025 [1].

Principal Financial Group does not endorse this offer and recommends that shareholders do not tender their shares in response to Potemkin’s mini-tender offer. The company advises investors to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to the offer [1].

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are hoping to catch investors off guard if they 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 [1].

Shareholders who have not responded to Potemkin’s offer are urged to take no action. Those who have already tendered their shares may withdraw them within 14 days after the date of delivery of the shareholder’s Tender Form, prior to the expiration of the offer, currently scheduled for Tuesday, September 30, 2025, 5 p.m. Eastern time. Principal encourages shareholders to review carefully the “Withdrawal Rights” section of the offer documents [1].

Principal Financial Group encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to Members 9-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf [1].

References:
[1] https://www.businesswire.com/news/home/20250717426897/en/Principal-Recommends-Shareholders-Reject-Mini-tender-Offer-by-Potemkin-Limited