Principal Financial (PFG) CIO disposes shares to cover tax withholding

Rhea-AI Filing Summary

Principal Financial Group executive reports tax-related share disposition

Principal Financial Group’s EVP and Chief Information Officer, Kathleen B. Kay, reported a disposition of 1,870 shares of common stock at $95.42 per share on a tax-withholding basis. After this transaction, she directly holds 43,433 shares of Principal Financial Group common stock.

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^*

Kay Kathleen B

(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)
	EVP-Chief Information Officer

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		1,870	D	$95.42	43,433	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:

	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.
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FAQ

What insider transaction did PFG executive Kathleen B. Kay report?

Kathleen B. Kay reported a disposition of 1,870 shares of Principal Financial Group common stock. The transaction used code F, indicating shares were withheld to cover tax liabilities rather than sold in an open-market trade.

At what price were the PFG shares valued in Kathleen Kay’s Form 4?

The 1,870 Principal Financial Group common shares were valued at $95.42 per share. This figure reflects the price used for the tax-withholding disposition reported, not necessarily a separate open-market purchase or sale on that date.

How many PFG shares does Kathleen Kay own after this Form 4 transaction?

After the reported tax-withholding disposition, Kathleen B. Kay directly owns 43,433 shares of Principal Financial Group common stock. This post-transaction holding represents her remaining direct ownership as disclosed in the Form 4 filing.

What does transaction code F mean in the PFG Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 1,870 Principal Financial Group shares were disposed of to satisfy tax withholding rather than being sold as a discretionary market transaction.

Is Kathleen Kay’s PFG share ownership direct or indirect after the transaction?

The Form 4 indicates that Kathleen B. Kay’s 43,433 Principal Financial Group shares are held with direct ownership. The ownership code is listed as “D,” meaning these shares are directly owned rather than held through an intermediary entity.