Principal Financial Group (PFG) director awarded 416 phantom stock units as deferred pay

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Principal Financial Group director Scott Mills received a grant of 416 Phantom Stock Units on common stock. The units were awarded at a reference price of $105.22 per unit and increase his holdings in this deferred form of equity-based compensation.

The Phantom Stock Units convert into an equal number of Principal Financial Group common shares on a one-for-one basis. They were granted under the Principal Deferred Compensation Plan for Non-Employee Directors, with interests under the plan to be settled upon Mills’s retirement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mills Scott

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	416	$105.22	$44K

Holdings After Transaction: Phantom Stock Units — 20,342 shares (Direct, null)

Footnotes (1)

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

Phantom Stock Units granted: 416 units Reference price per unit: $105.22 per unit Total Phantom Stock Units after grant: 20,342 units +1 more

4 metrics

Phantom Stock Units granted 416 units Grant to director Scott Mills on 2026-06-05

Reference price per unit $105.22 per unit Valuation of Phantom Stock Units at grant

Total Phantom Stock Units after grant 20,342 units Holdings following reported transaction

Conversion ratio 1 unit : 1 share Units convert into common stock on one-for-one basis

Key Terms

Phantom Stock Units, Principal Deferred Compensation Plan for Non-Employee Directors, underlying security

3 terms

Phantom Stock Units financial

"The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"

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.

Principal Deferred Compensation Plan for Non-Employee Directors financial

"The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"

underlying security financial

"underlying_security_title: Common Stock and underlying_security_shares: 416.0000"

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Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 11:57 AM

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)
06/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	06/05/2026		A		416		⁽²⁾	⁽²⁾	Common Stock	416	$105.22	20,342	D

Explanation of Responses:

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

2. 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	06/09/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Principal Financial Group (PFG) report for Scott Mills?

Principal Financial Group reported that director Scott Mills received a grant of 416 Phantom Stock Units. These derivative units track the company’s common stock value and represent deferred equity-based compensation rather than an immediate open-market share purchase or sale.

What are Phantom Stock Units in the context of PFG’s Form 4 filing?

Phantom Stock Units are a form of deferred compensation tied to Principal Financial Group’s common stock value. In this filing, each unit converts into one share of common stock, providing equity-linked compensation without immediate share issuance or open-market trading on the grant date.

At what reference price were Scott Mills’s Phantom Stock Units valued in the PFG filing?

Scott Mills’s 416 Phantom Stock Units were valued at a reference price of $105.22 per unit. This price reflects the underlying common stock value used for the award calculation, not necessarily a market trade executed by Mills on that date.

How many Phantom Stock Units does Scott Mills hold in total after this PFG transaction?

After the grant of 416 additional Phantom Stock Units, Scott Mills holds a total of 20,342 Phantom Stock Units. This figure reflects his direct derivative holdings under the company’s compensation arrangements as reported in the Form 4 insider filing.

When will Scott Mills’s Phantom Stock Units in PFG be settled?

According to the disclosure, interests under the Principal Deferred Compensation Plan for Non-Employee Directors, including the reported Phantom Stock Units, will be settled upon Scott Mills’s retirement. Until then, these units remain a deferred equity-based compensation obligation.

Can Scott Mills move his Phantom Stock Units into other investments under PFG’s plan?

Yes. The filing states that the reported Phantom Stock Units were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors and may be transferred at any time into another investment alternative available under that plan, subject to its terms.