Principal Financial (PFG) CEO sells 9,300 shares under 10b5-1 plan

Rhea-AI Filing Summary

Principal Financial Group’s President and CEO Deanna D. Strable-Soethout reported selling 9,300 shares of common stock on January 29, 2026 in an open-market transaction. The weighted average sale price was $95.12 per share, executed pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2024.

After this sale, she beneficially owned 144,168 shares of common stock directly and 54,227 shares indirectly, held by her spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STRABLE-SOETHOUT DEANNA D

(Last) (First) (Middle)

711 HIGH STREET

(Street)

DES MOINES IA 50392

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRINCIPAL FINANCIAL GROUP INC [ PFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		S		9,300(1)	D	$95.12(2)	144,168	D
Common Stock								54,227	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.00 to $95.34, inclusive. The reporting person undertakes to provide Principal Financial Group, Inc., any security holder of Principal Financial Group, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

	Chris Agbe-Davies as Attorney-in-Fact	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Principal Financial (PFG) shares did the CEO sell in this Form 4?

The CEO reported selling 9,300 shares of Principal Financial common stock. The sale occurred on January 29, 2026, at a weighted average price of $95.12 per share, as part of a disclosed transaction in the Form 4 filing.

What trading plan governed the CEO’s sale of PFG shares?

The sale was executed pursuant to a Rule 10b5-1 trading plan. The filing states this plan was adopted on February 28, 2024, and the reported 9,300-share sale on January 29, 2026, was carried out under that pre-established framework.

What price did the Principal Financial CEO receive for the sold shares?

The filing reports a weighted average sale price of $95.12 per share. It notes that multiple trades occurred within a price range from $95.00 to $95.34, and detailed breakdowns are available upon request from the company, shareholders, or SEC staff.

How many Principal Financial (PFG) shares does the CEO hold after this transaction?

After the reported sale, the CEO beneficially owned 144,168 shares of Principal Financial common stock directly. The filing also shows an additional 54,227 shares held indirectly by her spouse, reported as indirect beneficial ownership in the Form 4.

Are any of the Principal Financial CEO’s holdings reported as indirect ownership?

Yes. In addition to directly owned shares, the Form 4 reports 54,227 Principal Financial common shares held indirectly. These are listed as held "By Spouse," indicating indirect beneficial ownership separate from the CEO’s directly owned 144,168 shares.

What transaction code is used for the CEO’s sale in the Principal Financial Form 4?

The transaction uses code "S," indicating an open-market or private sale of non-derivative securities. This code applies to the 9,300 shares of Principal Financial common stock sold on January 29, 2026, under the CEO’s Rule 10b5-1 trading plan.