PFG (PFG) risk chief Kenneth McCullum disposes 2,844 shares under 10b5-1 plan

Rhea-AI Filing Summary

Principal Financial Group Inc. executive Kenneth A. McCullum, EVP and Chief Risk Officer, reported dispositions of company common stock. On February 27, he disposed of 1,228 shares to cover tax obligations at a weighted average price of $95.42. On March 2, he reported additional issuer dispositions of 1,316 shares at $96.01 and 300 shares at $96.93 pursuant to a Rule 10b5-1 trading plan adopted on March 13, 2025. Footnotes state these shares were sold in multiple transactions within disclosed price ranges. After these transactions, he directly owned 40,908 shares of Principal Financial Group Inc. common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McCullum Kenneth A.

Role EVP - Chief Risk Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	1,316	$96.01	$126K
Disposition	Common Stock	300	$96.93	$29K
Tax Withholding	Common Stock	1,228	$95.42	$117K

Holdings After Transaction: Common Stock — 41,208 shares (Direct)

Footnotes (1)

1. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 3/13/2025. 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 $96.33, 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 $96.87 to $97.02, 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^*

McCullum Kenneth A.

(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 Risk 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		1,228	D	$95.42	42,524(1)	D
Common Stock	03/02/2026		D		1,316(2)	D	$96.01(3)	41,208(1)	D
Common Stock	03/02/2026		D		300(2)	D	$96.93(4)	40,908(1)	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. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

2. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 3/13/2025.

3. 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 $96.33, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.87 to $97.02, 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 transaction did PFG executive Kenneth McCullum report on this Form 4?

Kenneth A. McCullum reported disposing of Principal Financial Group common stock. He recorded three transactions in late February and early March, including tax-withholding and issuer dispositions, all involving directly held shares of PFG common stock at prices around the mid-$90 range.

How many PFG shares did Kenneth McCullum dispose of in these transactions?

Kenneth McCullum disposed of several tranches of PFG common stock. The filing shows transactions of 1,228 shares, 1,316 shares, and 300 shares, reflecting tax-withholding and issuer dispositions executed at weighted average prices in the mid-$90s per share.

At what prices were Kenneth McCullum’s PFG stock dispositions executed?

The reported dispositions occurred at weighted average prices of $95.42, $96.01, and $96.93 per share. Footnotes explain these were multiple trades within ranges from $95.83–$96.33 and $96.87–$97.02, with full trade details available upon request to Principal Financial Group.

Were Kenneth McCullum’s PFG stock dispositions under a Rule 10b5-1 plan?

Yes. A footnote states one of the transactions was executed under a Rule 10b5-1 trading plan adopted on March 13, 2025. Such plans pre-schedule trades, allowing executives to systematically sell or dispose of shares according to predetermined instructions.

How many PFG shares does Kenneth McCullum own after these reported transactions?

Following the reported dispositions, Kenneth McCullum directly owns 40,908 shares of Principal Financial Group common stock. This post-transaction balance reflects the cumulative effect of the tax-withholding disposition and issuer dispositions reported in the Form 4 filing.

What was the purpose of the February 27 PFG stock transaction reported by McCullum?

The February 27 transaction for 1,228 shares is coded as “F,” meaning shares were disposed of to pay an exercise price or tax liability. This tax-withholding disposition used PFG common stock instead of separate cash to satisfy obligations.