Rule 144 filing shows sale of 16,640 PFG shares

A shareholder in PFG filed a Form 144 notice to sell 16,640 shares of common stock that were acquired as performance stock units on 02/28/2022.

Accepted by SEC EDGAR 01/29/2026 - 04:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

A shareholder in PFG filed a Form 144 notice to sell 16,640 shares of common stock that were acquired as performance stock units on 02/28/2022. The planned sale through Morgan Stanley Smith Barney LLC has an aggregate market value of 1,564,992.00 and references 219,693,843 shares outstanding on NASDAQ.

The filing also lists recent Rule 10b5-1 sales over the prior three months, including transactions labeled for Dwight Soethout and Deanna Strable-Soethout, with individual trades such as 38,237 shares sold on 12/31/2025 for 3,385,752.52 in gross proceeds.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing for PFG disclose about planned share sales?

The Form 144 for PFG discloses a planned sale of 16,640 common shares, acquired as performance stock units on 02/28/2022. The proposed transaction, through Morgan Stanley Smith Barney LLC, has an aggregate market value of about 1,564,992.00 based on current pricing.

How many PFG shares are covered by the new Rule 144 notice and what is their value?

The Rule 144 notice covers 16,640 PFG common shares with an aggregate market value of 1,564,992.00. These shares were originally granted as performance stock units on 02/28/2022 and are to be sold through Morgan Stanley Smith Barney LLC on NASDAQ.

What recent 10b5-1 plan sales related to PFG are listed in the filing?

The filing lists several recent 10b5-1 sales in PFG stock, including 38,237 shares sold on 12/31/2025 for 3,385,752.52 and 20,715 shares on 12/24/2025 for 1,865,373.32. Additional smaller trades occurred on multiple December 2025 and January 2026 dates.

How many PFG shares were sold under the 10b5-1 plan on 01/22/2026?

On 01/22/2026, a 10b5-1 sale related to PFG covered 8,025 common shares, generating gross proceeds of 742,799.62. Another 10b5-1 transaction on 01/08/2026 involved 300 shares with gross proceeds of 27,750.00, according to the disclosure.

What does the Form 144 say about PFG’s shares outstanding?

The Form 144 notes that 219,693,843 PFG common shares were outstanding at the time referenced in the filing. This figure provides a baseline for understanding the planned 16,640-share sale relative to the company’s total common share count on NASDAQ.

How were the PFG shares in the Form 144 originally acquired?

The 16,640 PFG shares in the Form 144 were acquired via performance stock units from the issuer on 02/28/2022. The filing records the acquisition date and identifies the issuer as the source, with the nature of payment described as N/A for this award-based transaction.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001278726
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	PRINCIPAL FINANCIAL GROUP INC
SEC File Number	001-16725
Address of Issuer	711 High Street Des Moines IOWA 50392
Phone	5152475111
Name of Person for Whose Account the Securities are To Be Sold	DEANNA STRABLE-SOETHOUT
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	16640	1564992.00	219693843	01/29/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/28/2022	Performance Stock Units	Issuer			16640	02/28/2022	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for DWIGHT SOETHOUT 711 High Street Des Moines IA 50392	Common	01/22/2026	8025	742799.62
10b5-1 Sales for DWIGHT SOETHOUT 711 High Street Des Moines IA 50392	Common	01/08/2026	300	27750.00
10b5-1 Sales for DEANNA STRABLE-SOETHOUT 711 High Street Des Moines IA 50392	Common	12/31/2025	38237	3385752.52
10b5-1 Sales for DEANNA STRABLE-SOETHOUT 711 High Street Des Moines IA 50392	Common	12/24/2025	20715	1865373.32
10b5-1 Sales for DEANNA STRABLE-SOETHOUT 711 High Street Des Moines IA 50392	Common	12/23/2025	200	18000.00
10b5-1 Sales for DEANNA STRABLE-SOETHOUT 711 High Street Des Moines IA 50392	Common	12/19/2025	500	45000.00
10b5-1 Sales for DEANNA STRABLE-SOETHOUT 711 High Street Des Moines IA 50392	Common	12/18/2025	8388	755654.79

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of performance stock units during the period of 2/28/2022 through 2/27/2023.
Date of Notice	01/29/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	02/28/2024
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Deanna Strable-Soethout
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)