Principal Financial (PFG) risk chief adds shares via stock awards

Rhea-AI Filing Summary

Principal Financial Group executive Kenneth A. McCullum reported stock-based compensation awards. On February 23, 2026, he acquired 3,093 shares of common stock through a grant, and an additional 3,071 shares from settlement of equity awards, both at no cash cost.

These awards, described in the footnotes as a grant of restricted stock units and settlement of performance-based restricted stock units granted on February 27, 2023, increased his directly held common stock from 43,752 shares to 46,823 shares. The holdings also include 29 shares acquired through the company’s employee stock purchase plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McCullum Kenneth A.

Role EVP - Chief Risk Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,093	$0.00	--
Grant/Award	Common Stock	3,071	$0.00	--

Holdings After Transaction: Common Stock — 43,752 shares (Direct)

Footnotes (1)

1. Grant of restricted stock units. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan. Settlement of performance-based restricted stock units granted 2/27/2023.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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^*

McCullum Kenneth A.

(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)
	EVP - Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		3,093	A	$0(1)	43,752(2)	D
Common Stock	02/23/2026		A		3,071	A	$0(3)	46,823(2)	D

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. Grant of restricted stock units.

2. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

3. Settlement of performance-based restricted stock units granted 2/27/2023.

	Chris Agbe-Davies as Attorney-in-Fact	02/25/2026
	** 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

What did PFG executive Kenneth A. McCullum report in this Form 4 filing?

Kenneth A. McCullum reported acquiring additional Principal Financial Group common stock through equity compensation awards. The filing shows grants and settlements of stock units that increased his directly held shares without open-market purchases or sales.

How many PFG shares did Kenneth A. McCullum acquire in the latest transactions?

Kenneth A. McCullum acquired 3,093 shares in one award and 3,071 shares in another. Both transactions on February 23, 2026 were stock-based compensation awards reported at a per-share price of $0.0000.

What types of equity awards did Kenneth A. McCullum receive from Principal Financial Group (PFG)?

The filing describes a grant of restricted stock units and the settlement of performance-based restricted stock units. The performance-based units were originally granted on February 27, 2023 and settled into common stock on February 23, 2026.

How many Principal Financial Group (PFG) shares does Kenneth A. McCullum hold after these awards?

After the reported awards, Kenneth A. McCullum directly holds 46,823 shares of Principal Financial Group common stock. This reflects an increase from 43,752 shares before the second transaction on February 23, 2026.

Were any of Kenneth A. McCullum’s PFG shares acquired through an employee stock purchase plan?

Yes. A footnote explains that his holdings include 29 shares acquired under the Principal Financial Group, Inc. Employee Stock Purchase Plan. This amount is part of his total directly held common stock position reported in the Form 4.

Did Kenneth A. McCullum buy or sell PFG shares on the open market in this Form 4?

No open-market purchases or sales are reported. Both transactions are coded as grants or other acquisitions, reflecting restricted stock units and performance-based restricted stock units settling into common stock at a reported price of $0.0000 per share.