Principal Financial grants stock to risk chief McCullum

McCullum Kenneth A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

McCullum Kenneth A. reported acquisition or exercise transactions in this Form 4 filing.

Kenneth A. McCullum, EVP - Chief Risk Officer of Principal Financial Group, reported two stock grants on February 23, 2026, receiving 3,093 and 3,071 shares of common stock at no cash cost as equity awards. Following these awards, he holds 46,823 shares of Principal Financial common stock directly. Footnotes describe these awards as related to restricted stock units, an employee stock purchase plan, and settlement of performance-based restricted stock units granted February 27, 2023.

Insider Trade Summary

Grant/Award: 6,164 shares

Grant/Award 2 txns

Insider McCullum Kenneth A.

Role EVP - Chief Risk Officer

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

Holdings After Transaction: Common Stock — 46,823 shares (Direct)

Footnotes (3)

1. F1. Grant of restricted stock units.
2. F2. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.
3. F3. Settlement of performance-based restricted stock units granted 2/27/2023.

Key Figures

Stock grant 1: 3,093 shares Stock grant 2: 3,071 shares Award price per share: 0.0000 +2 more

5 metrics

Stock grant 1 3,093 shares Common stock award on February 23, 2026

Stock grant 2 3,071 shares Second common stock award on February 23, 2026

Award price per share 0.0000 Reported transaction price for both stock grants

Direct holdings after awards 46,823 shares Direct common stock held after reported transactions

Grant/award acquisitions 2 Number of acquire-type transactions in the Form 4

Key Terms

restricted stock units, Employee Stock Purchase Plan, performance-based restricted stock units, grant/award acquisition

4 terms

restricted stock units financial

"Grant of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

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

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

performance-based restricted stock units financial

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

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

grant/award acquisition financial

"transaction_action field describes this as grant/award acquisition"

FAQ

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

What insider transactions did PFG's Kenneth A. McCullum report?

Kenneth A. McCullum reported two grant/award acquisitions of Principal Financial common stock on February 23, 2026, receiving 3,093 and 3,071 shares at a reported cash price of $0.0000 per share as equity awards.

How many PFG shares does Kenneth A. McCullum hold after these grants?

After the reported equity awards, Kenneth A. McCullum directly holds 46,823 shares of Principal Financial common stock. This post-transaction balance reflects his canonical direct holding as of the transactions disclosed on February 23, 2026.

What is the nature of the PFG stock awards granted to McCullum?

The reported acquisitions are grant/award transactions of common stock, with footnotes describing them as tied to restricted stock units, including performance-based RSUs and shares associated with the company’s Employee Stock Purchase Plan.

Were Kenneth A. McCullum’s PFG transactions market purchases or awards?

The transactions are categorized as grant/award acquisitions, not open-market purchases. Both awards show a per-share cash price of $0.0000, indicating they are compensation-related stock grants rather than shares bought or sold in the market.

What do the Form 4 footnotes for PFG’s Kenneth A. McCullum indicate?

Footnotes state there was a grant of restricted stock units, that holdings include shares from the Employee Stock Purchase Plan, and that some shares reflect settlement of performance-based restricted stock units originally granted on February 27, 2023.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/25/2026 - 12:40 PM Learn about SEC filing dates

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.