Principal Financial director receives 246 shares

The phantom units may be transferred into another investment alternative under the plan and are settled upon the director's retirement.

Rhea-AI Filing Summary

Principal Financial Group Inc. director Scott Mills acquired 246 shares of common stock as a restricted-stock-unit grant and 150 phantom stock units on September 25, 2026. The phantom units convert to common stock one-for-one and were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors. Reported holdings following the respective transactions were 36,386 common shares and 20,643 phantom stock units.

Insider Trade Summary

Grant/Award: 396 shares

Grant/Award 2 txns

Insider Mills Scott

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F2, F3	150	$114.75	$17K
Grant/Award	Common Stock F1	246	$0.00	$0.00

Holdings After Transaction: Phantom Stock Units — 20,643 contracts (Direct); Common Stock — 36,386 shares (Direct)

Footnotes (3)

1. F1. Grant of restricted stock units.
2. F2. The units convert to common stock on a one-for-one basis.
3. F3. The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and may be transferred at any time into another investment alternative under the Plan. Interests under the Plan will be settled upon the reporting person's retirement

Key Figures

Restricted-stock-unit grant: 246 shares Phantom stock units acquired: 150 units Reported per-unit price: $114.75 per unit +2 more

5 metrics

Restricted-stock-unit grant 246 shares Common stock acquired September 25, 2026

Phantom stock units acquired 150 units September 25, 2026

Reported per-unit price $114.75 per unit 150 phantom stock units acquired September 25, 2026

Common shares following transaction 36,386 shares Reported holdings following the common-stock transaction

Phantom stock units following transaction 20,643 units Reported holdings following the phantom-unit transaction

Key Terms

Phantom Stock Units, restricted stock units, Principal Deferred Compensation Plan for Non-Employee Directors

3 terms

Phantom Stock Units financial

"security title: Phantom Stock Units"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

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.

Principal Deferred Compensation Plan for Non-Employee Directors financial

"pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"

FAQ

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

Can Scott Mills transfer PFG phantom stock units?

Yes. The 150 phantom stock units reported by director Scott Mills may be transferred at any time into another investment alternative under the Principal Deferred Compensation Plan for Non-Employee Directors.

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

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Available on EDGAR 09/29/2026 - 04:32 PM Accepted by SEC EDGAR 09/29/2026 - 04:31 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^*

Mills Scott

(Last) (First) (Middle)

711 HIGH STREET

(Street)

DES MOINES IOWA 50392

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026

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

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

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

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	09/25/2026		A		246	A	$0.00(1)	36,386	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
Phantom Stock Units	(2)	09/25/2026		A		150		(3)	(3)	Common Stock	150	$114.75	20,643	D

Explanation of Responses:

1. Grant of restricted stock units.

2. The units convert to common stock on a one-for-one basis.

3. The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and may be transferred at any time into another investment alternative under the Plan. Interests under the Plan will be settled upon the reporting person's retirement

	Chris Agbe-Davies as Attorney-in-Fact	09/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)