Principal Financial (NYSE: PFG) PAM CEO disposes 6,680 shares in Form 4 filing

Rhea-AI Filing Summary

Principal Financial Group President and CEO – PAM, Kamal Bhatia, reported disposing of a total of 6,680 shares of Common Stock in late February and early March. Two dispositions on March 2, 2026 covered 2,299 shares at a weighted average price of $95.99 and 600 shares at $96.95, executed under a Rule 10b5-1 trading plan. On February 27, 2026, 3,781 shares were disposed of to cover tax obligations through share delivery. After these transactions, Bhatia directly owned 64,515 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bhatia Kamal

Role President and CEO - PAM

Type	Security	Shares	Price	Value
Disposition	Common Stock	2,299	$95.99	$221K
Disposition	Common Stock	600	$96.95	$58K
Tax Withholding	Common Stock	3,781	$95.42	$361K

Holdings After Transaction: Common Stock — 65,115 shares (Direct)

Footnotes (1)

1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 5/14/2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.83 to $96.52, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.83 to $97.15, 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.

Form 4 Insider Transactions: What Each Field Means →

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)
02/27/2026

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		3,781	D	$95.42	67,414	D
Common Stock	03/02/2026		D		2,299(1)	D	$95.99(2)	65,115	D
Common Stock	03/02/2026		D		600(1)	D	$96.95(3)	64,515	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 $95.83 to $96.52, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.83 to $97.15, 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	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).
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 transactions did PFG executive Kamal Bhatia report?

Kamal Bhatia reported three share dispositions in Principal Financial Group common stock. Two occurred on March 2, 2026 and one on February 27, 2026, totaling 6,680 shares disposed through a mix of plan-based transactions and tax-related share delivery.

How many PFG shares did Kamal Bhatia dispose of and at what prices?

Bhatia disposed of 6,680 Principal Financial Group shares. He reported 2,299 shares at a weighted average price of $95.99, 600 shares at $96.95, and 3,781 shares at $95.42, with some executed through multiple trades within disclosed price ranges.

Was Kamal Bhatia’s PFG share disposition under a Rule 10b5-1 plan?

Yes. The filing states one transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on May 14, 2025. Such plans pre-arrange trades, allowing executives to systematically sell shares according to preset conditions, helping separate trading from day-to-day discretion.

How many PFG shares does Kamal Bhatia own after these transactions?

After the reported dispositions, Bhatia directly owned 64,515 shares of Principal Financial Group common stock. This figure reflects his remaining direct holdings following the Rule 10b5-1 plan dispositions and the separate tax-withholding share delivery reported in the Form 4.

What type of tax-related transaction did PFG report for Kamal Bhatia?

The filing includes a transaction coded “F,” described as payment of an exercise price or tax liability by delivering securities. On February 27, 2026, Bhatia disposed of 3,781 shares of Principal Financial Group stock to satisfy tax obligations through share delivery.

What do the weighted average prices in Kamal Bhatia’s PFG trades mean?

Weighted average prices indicate shares were disposed in multiple trades within a price range, then summarized as a single average price. The filing notes ranges such as $95.83 to $96.52 and $96.83 to $97.15 and offers full trade details to interested holders on request.