What does the zero price per share mean in Roger C. Hochschild’s PFG filing?

The zero price per share indicates the shares were awarded at no cash cost to Roger C. Hochschild. The Form 4 characterizes the transaction as a grant or award of 2,175 restricted stock units, consistent with equity compensation practices rather than an open-market stock purchase.

PFG director granted 2,175-share equity award

HOCHSCHILD ROGER C reported acquisition or exercise transactions in this Form 4 filing.

Filing Impact

(Neutral)

Filing Sentiment

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Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

HOCHSCHILD ROGER C reported acquisition or exercise transactions in this Form 4 filing.

Principal Financial Group director Roger C. Hochschild received an equity award of 2,175 shares of Common Stock on May 19, 2026. The Form 4 identifies this as a grant or award, with no cash price per share and a footnote describing it as restricted stock units. Following the award, he directly holds 41,183 shares of Common Stock.

Insider Trade Summary

Grant/Award: 2,175 shares

Grant/Award 1 txn

Insider HOCHSCHILD ROGER C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,175	$0.00	$0.00

Holdings After Transaction: Common Stock — 41,183 shares (Direct)

Footnotes (1)

F1. Grant of restricted stock units.

Key Figures

Equity award: 2,175 shares Award price: $0.0000 per share Post-transaction holdings: 41,183 shares +1 more

4 metrics

Equity award 2,175 shares Grant of Common Stock on May 19, 2026

Award price $0.0000 per share Compensation grant, not a market purchase

Post-transaction holdings 41,183 shares Total Common Stock directly held after award

Acquisition transactions 1 transaction Single acquire-type transaction in this Form 4

Key Terms

restricted stock units, Grant, award, or other acquisition, Common Stock

3 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.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What insider transaction did PFG director Roger C. Hochschild report?

Director Roger C. Hochschild reported receiving an equity award of 2,175 shares of Principal Financial Group Common Stock. The filing classifies it as a grant or award, rather than an open-market purchase, and notes it as restricted stock units in the footnote.

When did the PFG insider equity award to Roger C. Hochschild occur?

The equity award to Roger C. Hochschild occurred on May 19, 2026. The Form 4 records this transaction date for the grant of 2,175 shares of Common Stock, identified as restricted stock units, reflecting compensation rather than a market trade in Principal Financial Group shares.

How many PFG shares does Roger C. Hochschild hold after this transaction?

After the reported grant, Roger C. Hochschild directly holds 41,183 shares of Principal Financial Group Common Stock. This total includes the 2,175-share award reported in the Form 4, giving investors a view of his direct ownership position following the compensation-related grant.

Was the PFG insider transaction a market purchase or a compensation grant?

The transaction was a compensation grant, not a market purchase. The Form 4 uses code A for a grant, award, or other acquisition, and a footnote states it is a grant of restricted stock units representing Principal Financial Group Common Stock to director Roger C. Hochschild.

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

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Accepted by SEC EDGAR 05/21/2026 - 05:05 PM

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)
05/19/2026

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)
Common Stock	05/19/2026		A		2,175	A	$0.00⁽¹⁾	41,183	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)
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)

Explanation of Responses:

1. Grant of restricted stock units.

	Chris Agbe-Davies as Attorney-in-Fact	05/21/2026
	** 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