Principal Financial director awarded 285 stock units

The 218 phantom stock units were acquired under a non-employee director deferred compensation plan, with plan interests settled upon retirement.

Rhea-AI Filing Summary

Principal Financial Group Inc. (PFG) director Roger C. Hochschild acquired 285 restricted stock units on September 25, 2026, bringing his direct common-stock holdings to 41,762. On the same date, he acquired 218 phantom stock units, bringing his reported phantom-unit position to 29,892. The phantom units were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors; plan interests will be settled upon retirement and may be transferred to another investment alternative under the Plan.

Insider Trade Summary

Grant/Award: 503 shares

Grant/Award 2 txns

Insider HOCHSCHILD ROGER C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F2, F3	218	$114.77	$25K
Grant/Award	Common Stock F1	285	$0.00	$0.00

Holdings After Transaction: Phantom Stock Units — 29,892 contracts (Direct); Common Stock — 41,762 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 units awarded: 285 restricted stock units Direct common-stock holdings after award: 41,762 shares Phantom stock units acquired: 218 phantom stock units +1 more

4 metrics

Restricted stock units awarded 285 restricted stock units Award on September 25, 2026

Direct common-stock holdings after award 41,762 shares Following the September 25, 2026 award

Phantom stock units acquired 218 phantom stock units Award on September 25, 2026

Phantom stock unit position after award 29,892 phantom stock units Following the September 25, 2026 award

Key Terms

restricted stock units, phantom stock units, Deferred Compensation Plan for Non-Employee Directors

3 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.

phantom stock units financial

"The reported phantom stock units were acquired"

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.

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.

What awards did PFG director Roger C. Hochschild receive?

Roger C. Hochschild acquired 285 restricted stock units and 218 phantom stock units on September 25, 2026. His direct common-stock holdings following the restricted stock unit award were 41,762, and his reported phantom-unit position following the phantom stock unit award was 29,892.

How does the PFG director deferred compensation plan treat phantom stock units?

The 218 phantom stock units were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors. The units may be transferred at any time into another investment alternative under the Plan, and interests under the Plan will be settled upon Roger C. Hochschild's retirement.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/29/2026 - 04:31 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^*

HOCHSCHILD ROGER C

(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		285	A	$0.00(1)	41,762	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		218		(3)	(3)	Common Stock	218	$114.77	29,892	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)