PFG director granted stock and phantom units

PRINCIPAL FINANCIAL GROUP INC director equity awards: Director Roger C. Hochschid reported compensation-related equity grants in the form of common stock and phantom stock units.

Rhea-AI Filing Summary

PRINCIPAL FINANCIAL GROUP INC director equity awards: Director Roger C. Hochschid reported compensation-related equity grants in the form of common stock and phantom stock units. On 2026-06-26, he received 294 shares of Common Stock at $0.00 per share as a restricted stock unit grant.

He also acquired 219 Phantom Stock Units linked to Common Stock at a reference value of $107.75 per unit under the Principal Deferred Compensation Plan for Non-Employee Directors. Each unit converts to one share of common stock. After these awards, he directly holds 41,477 shares of Common Stock and 29,674 phantom stock units. Plan interests are scheduled to be settled upon his retirement.

Insider Trade Summary

Grant/Award: 513 shares

Grant/Award 2 txns

Insider HOCHSCHILD ROGER C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	219	$107.75	$24K
Grant/Award	Common Stock	294	$0.00	$0.00

Holdings After Transaction: Phantom Stock Units — 29,674 contracts (Direct); Common Stock — 41,477 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

Common stock grant: 294 shares Phantom stock units granted: 219 units Reference price per phantom unit: $107.75 per unit +2 more

5 metrics

Common stock grant 294 shares Restricted stock unit grant on June 26, 2026

Phantom stock units granted 219 units Deferred compensation award on June 26, 2026

Reference price per phantom unit $107.75 per unit Valuation reference for phantom stock units

Common shares held after grant 41,477 shares Direct holdings following transactions

Phantom units held after grant 29,674 units Deferred compensation holdings following transactions

Key Terms

restricted stock units, Phantom Stock Units, Principal Deferred Compensation Plan for Non-Employee Directors, one-for-one basis

4 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 pursuant to the Principal Deferred Compensation Plan"

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

"acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"

one-for-one basis financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PFG director Roger C. Hochschid report?

Director Roger C. Hochschid reported equity compensation grants, not open-market trades. He received 294 shares of Principal Financial Group common stock and 219 phantom stock units as awards on June 26, 2026, increasing his direct and deferred equity exposure to the company.

How many Principal Financial Group (PFG) shares does Roger C. Hochschid hold after this Form 4?

After the reported awards, Roger C. Hochschid directly holds 41,477 shares of Principal Financial Group common stock. In addition, he holds 29,674 phantom stock units, which are deferred compensation instruments tied to the value of PFG common stock under the company’s non-employee director plan.

What equity awards did Roger C. Hochschid receive from Principal Financial Group (PFG)?

He received 294 shares of common stock via a restricted stock unit grant and 219 phantom stock units. The phantom stock units were granted under the Principal Deferred Compensation Plan for Non-Employee Directors and are valued using a reference price of $107.75 per unit as disclosed.

Do Roger C. Hochschid’s phantom stock units at PFG convert into common stock?

Yes. Each phantom stock unit converts into one share of Principal Financial Group common stock on a one-for-one basis. These units are part of the deferred compensation plan for non-employee directors and are scheduled to be settled following the director’s retirement from the company.

When will Roger C. Hochschid’s deferred compensation from PFG be settled?

The filing states that interests under the Principal Deferred Compensation Plan for Non-Employee Directors, including the reported phantom stock units, will be settled upon the reporting person’s retirement. This means value realization from these units generally occurs when he retires from the board.

Were Roger C. Hochschid’s recent PFG transactions open-market buys or sells?

No. The transactions were coded as “A” for grant, award, or other acquisition and described as equity compensation awards. The Form 4 shows no open-market purchases or sales; instead, it records stock and phantom unit grants increasing his equity-based compensation position.

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

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Accepted by SEC EDGAR 06/30/2026 - 01:42 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)
06/26/2026

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	06/26/2026		A		294	A	$0.00(1)	41,477	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)	06/26/2026		A		219		(3)	(3)	Common Stock	219	$107.75	29,674	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	06/30/2026
	** 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)