Principal Financial CEO exercises options, sells shares

PFG’s CEO exercised options and simultaneously disposed 55,140 shares back to the company under a pre-arranged Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

PRINCIPAL FINANCIAL GROUP INC (PFG) reported insider activity by Chair, President and CEO Deanna D. Strable-Soethout on September 3, 2026. She exercised stock options relating to a total of 55,140 shares of common stock at an exercise price of $63.98 per share, in three equal tranches linked to option grants from 2019, 2020, and 2021 that all expire on February 26, 2028.

On the same date she acquired 55,140 shares of common stock and disposed of 55,140 shares back to the issuer at a weighted average price of $120.5992 per share, with individual sales prices ranging from $120.05 to $121.11. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2024, indicating the transactions followed a pre-established schedule.

Insider Trade Summary 10b5-1

55,140 shares exercised/converted

Exercise 7 txns

Insider STRABLE-SOETHOUT DEANNA D

Role Chair, President and CEO

Type	Security	Shares	Price	Value
Exercise	Common Stock	18,380	$63.98	$1.18M
Exercise	Common Stock	18,380	$63.98	$1.18M
Exercise	Common Stock	18,380	$63.98	$1.18M
Grant/Award	Common Stock	18,380	$63.98	$1.18M
Grant/Award	Common Stock	18,380	$63.98	$1.18M
Grant/Award	Common Stock	18,380	$63.98	$1.18M
Disposition	Common Stock F1, F2	55,140	$120.5992	$6.65M

Holdings After Transaction: Common Stock — 0 contracts (Direct); Common Stock — 173,867 shares (Direct)

Footnotes (2)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.05 to $121.11, 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.
2. F2. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/28/2024.

Key Figures

Options exercised: 55,140 shares Option exercise price: $63.98 per share Shares disposed to issuer: 55,140 shares +5 more

8 metrics

Options exercised 55,140 shares Total common shares underlying options exercised on September 3, 2026

Option exercise price $63.98 per share Exercise price for each of the three option tranches exercised on September 3, 2026

Shares disposed to issuer 55,140 shares Common shares disposed back to PRINCIPAL FINANCIAL GROUP INC on September 3, 2026

Weighted average sale price $120.5992 per share Weighted average price for shares disposed on September 3, 2026

Sale price range $120.05–$121.11 per share Range of individual sale prices within the September 3, 2026 transactions

Rule 10b5-1 plan adoption date February 28, 2024 Date the trading plan governing the reported sales was adopted

Individual option tranche size 18,380 shares Size of each of the three option tranches exercised on September 3, 2026

Option expiration date February 26, 2028 Expiration date for the options exercised in the reported transactions

Key Terms

weighted average price, Rule 10b5-1 trading plan, disposition to issuer

3 terms

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Rule 10b5-1 trading plan regulatory

"The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/28/2024."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

disposition to issuer financial

"The transaction is reported as a disposition to the issuer of common stock."

FAQ

What insider transactions did PFG’s CEO report on September 3, 2026?

PFG’s CEO Deanna D. Strable-Soethout reported exercising options for 55,140 shares of common stock at $63.98 per share, acquiring 55,140 shares, and disposing 55,140 shares back to the issuer at a weighted average price of $120.5992 per share.

At what prices were the PFG shares sold in the September 3, 2026 transactions?

The shares were sold at a weighted average price of $120.5992 per share, with multiple transactions at prices ranging from $120.05 to $121.11, inclusive, as disclosed in the footnote.

Were the September 3, 2026 PFG insider sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2024, indicating the timing followed a pre-set plan.

How many PFG options did the CEO exercise and what was the exercise price?

The CEO exercised options relating to 55,140 shares of PFG common stock in three equal tranches of 18,380 shares each, all at an exercise price of $63.98 per share. The options expire on February 26, 2028.

Did the Form 4 disclose the CEO’s PFG share holdings after these transactions?

No post-transaction common stock holdings are shown in the reported entries; the relevant fields for total shares following the transactions are left blank in this filing.

What role does Deanna D. Strable-Soethout hold at PFG according to this Form 4?

Deanna D. Strable-Soethout is identified as Chair, President and CEO of PRINCIPAL FINANCIAL GROUP INC (PFG) in the insider reporting information accompanying these transactions.

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

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Available on EDGAR 09/08/2026 - 03:44 PM Accepted by SEC EDGAR 09/08/2026 - 03:43 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).

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^*

STRABLE-SOETHOUT DEANNA D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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	09/03/2026		A		18,380	A	$63.98	192,247	D
Common Stock	09/03/2026		A		18,380	A	$63.98	210,627	D
Common Stock	09/03/2026		A		18,380	A	$63.98	229,007	D
Common Stock	09/03/2026		D		55,140	D	$120.5992(1)(2)	173,867	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
Common Stock	$63.98	09/03/2026		M			18,380	02/26/2019	02/26/2028	Common Stock	18,380	$63.98	0	D
Common Stock	$63.98	09/03/2026		M			18,380	02/26/2020	02/26/2028	Common Stock	18,380	$63.98	0	D
Common Stock	$63.98	09/03/2026		M			18,380	02/26/2021	02/26/2028	Common Stock	18,380	$63.98	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.05 to $121.11, 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.

2. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/28/2024.

	Chris Agbe-Davies as Attorney-in-Fact	09/08/2026
	** 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)