Principal Financial (NYSE: PFG) exec uses stock for tax withholding

Rhea-AI Filing Summary

Principal Financial Group executive Amy Christine Friedrich, President - Benefits & Protect, reported a tax-withholding disposition of 3,801 shares of common stock on February 27, 2026. The shares were valued at $95.42 per share and were used to satisfy tax obligations, rather than sold in an open-market trade.

After this transaction, Friedrich directly holds 107,502 common shares, which includes 3,276 shares previously acquired through the company’s Employee Stock Purchase Plan. She also indirectly holds 3,945 shares through a 401(k) account.

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).

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^*

Friedrich Amy Christine

(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 - Benefits & Protect

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		3,801	D	$95.42	107,502(1)	D
Common Stock								3,945	I	By 401(k)

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. Includes 3276 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

	Chris Agbe-Davies as Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What did Amy Christine Friedrich report in the latest PFG Form 4 filing?

Amy Christine Friedrich reported using 3,801 Principal Financial Group shares to cover tax withholding obligations. The shares were valued at $95.42 each, reflecting a tax-related disposition rather than an open-market sale, and her overall ownership in PFG stock remains substantial.

How many Principal Financial Group (PFG) shares does Amy Christine Friedrich now own?

After the reported tax-withholding transaction, Amy Christine Friedrich directly owns 107,502 PFG common shares and indirectly holds 3,945 shares via a 401(k). Her direct holdings include 3,276 shares acquired through the company’s Employee Stock Purchase Plan, illustrating continued equity exposure.

Was the PFG Form 4 transaction by Amy Christine Friedrich an open-market sale?

The transaction was not an open-market sale; it was a tax-withholding disposition of 3,801 PFG shares. These shares, priced at $95.42 each, were delivered to satisfy tax liabilities associated with equity compensation rather than to reduce her investment position in the company.

What price per share was used in Amy Christine Friedrich’s PFG tax-withholding transaction?

The tax-withholding disposition used a price of $95.42 per Principal Financial Group share. This price applied to the 3,801 shares delivered to cover tax obligations, forming the basis for calculating the total value used to satisfy her compensation-related tax liability.

How are indirect Principal Financial Group (PFG) shares held for Amy Christine Friedrich?

Amy Christine Friedrich’s indirect PFG holdings consist of 3,945 common shares held through a 401(k) plan. These retirement-plan shares are reported as indirect ownership, separate from her directly held 107,502 shares, and reflect long-term participation in the company’s equity.