Kamal Bhatia (PFG) disposes 5,570 issuer shares via Rule 10b5-1 plan

Rhea-AI Filing Summary

PRINCIPAL FINANCIAL GROUP INC President and CEO - PAM Kamal Bhatia reported a disposition of 5,570 shares of common stock back to the issuer on February 25, 2026. The shares were transferred at a weighted average price of $94.55 per share, leaving him with 71,195 shares held directly.

This transaction was executed under a pre-established Rule 10b5-1 trading plan adopted on May 14, 2025. The filing notes that the shares were executed in multiple trades within a price range from $94.17 to $94.74, and detailed trade-level information is available upon request.

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).

X

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^*

Bhatia Kamal

(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 and CEO - PAM

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		D		5,570(1)	D	$94.55(2)	71,195	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. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 5/14/2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.17 to $94.74, inclusive. The reporting person undertakes to provide Principal Financial Group, Inc., any security holder of Principal Financial Group, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

	Chris Agbe-Davies as Attorney-in-Fact	02/27/2026
	** 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.

FAQ

What insider transaction did Kamal Bhatia report for PFG?

Kamal Bhatia reported a disposition of 5,570 shares of Principal Financial Group common stock back to the issuer. The transaction occurred on February 25, 2026 at a weighted average price of $94.55 per share under a pre-arranged Rule 10b5-1 trading plan.

Was the PFG insider transaction by Kamal Bhatia part of a Rule 10b5-1 plan?

Yes, the disposition of 5,570 Principal Financial Group shares by Kamal Bhatia was executed under a Rule 10b5-1 trading plan adopted on May 14, 2025. Such plans pre-schedule trades, helping separate personal trading decisions from day-to-day corporate developments.

At what prices were Kamal Bhatia’s PFG shares transacted?

The weighted average transaction price was $94.55 per share, with multiple trades executed in a range from $94.17 to $94.74. The filing states that full details of shares sold at each separate price within this range are available upon request.

How many PFG shares does Kamal Bhatia hold after this disposition?

After the reported disposition of 5,570 shares, Kamal Bhatia directly holds 71,195 shares of Principal Financial Group common stock. This post-transaction ownership reflects only this specific Form 4 event and may change with any future reportable transactions.

What does a Form 4 disposition to issuer mean for PFG?

A disposition to issuer on Form 4 indicates shares were transferred back to Principal Financial Group rather than sold to public market buyers. It still represents a reduction in the insider’s directly held shares, but the counterparty is the company itself, not open-market investors.