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Principal Financial (NYSE: PFG) director receives stock and phantom unit awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Principal Financial Group director Scott Mills reported routine equity awards rather than open-market trades. He received 182 phantom stock units tied to common stock at a reference price of $87.01 per unit, and a grant of 307 shares of common stock as restricted stock units converting one-for-one into shares.

After these awards, his reported direct holdings increased to 33,712 shares of common stock and 19,926 phantom stock units. The phantom units were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors and will be settled in common stock upon his retirement, with flexibility to shift among investment alternatives within the plan.

Positive

  • None.

Negative

  • None.
Insider Mills Scott
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 182 $87.01 $16K
Grant/Award Common Stock 307 $0.00 --
Holdings After Transaction: Phantom Stock Units — 19,926 shares (Direct); Common Stock — 33,712 shares (Direct)
Footnotes (1)
  1. Grant of restricted stock units. The units convert to common stock on a one-for-one basis. 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
Phantom stock units granted 182 units Grant under Deferred Compensation Plan for Non-Employee Directors on 2026-03-27
Phantom unit reference price $87.01 per unit Value used to determine 182 phantom stock units granted
Common shares granted 307 shares Restricted stock unit award of common stock on 2026-03-27
Common shares after award 33,712 shares Total direct common stock holdings following the grant
Phantom units after award 19,926 units Total phantom stock units following the new 182-unit grant
Phantom Stock Units financial
"The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"
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.
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.
Principal Deferred Compensation Plan for Non-Employee Directors financial
"acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and may be transferred at any time"
one-for-one basis financial
"The units convert to common stock on a one-for-one basis."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Mills Scott
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/27/2026A307A$0.00(1)33,712D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(2)03/27/2026A182 (3) (3)Common Stock182$87.0119,926D
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-Fact03/31/2026
** Signature of Reporting PersonDate
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

FAQ

What did Principal Financial Group (PFG) director Scott Mills acquire in this Form 4?

Scott Mills reported acquiring 182 phantom stock units and a grant of 307 common shares. The phantom units track Principal Financial Group stock value, while the 307-share grant represents restricted stock units that convert into common stock on a one-for-one basis at vesting or settlement.

Were Scott Mills’ transactions in PFG shares open-market buys or routine awards?

The filing shows routine grant or award acquisitions, not open-market purchases. Both entries use transaction code “A” for awards, reflecting compensation-related equity grants rather than discretionary buying or selling of Principal Financial Group shares in the open market.

How many Principal Financial Group common shares does Scott Mills hold after these awards?

Following the reported awards, Scott Mills holds 33,712 shares of Principal Financial Group common stock directly. This figure reflects his updated non-derivative equity position after receiving the 307-share restricted stock unit grant reported in the Form 4 filing.

What are the phantom stock units reported by Scott Mills at Principal Financial Group?

The phantom stock units are deferred compensation instruments tied to PFG’s common stock value. Mills received 182 such units under the Principal Deferred Compensation Plan for Non-Employee Directors, which will be settled upon his retirement and can be reallocated among plan investment alternatives before settlement.

At what price were Scott Mills’ phantom stock units in PFG valued for this award?

The 182 phantom stock units were credited at a reference value of $87.01 per unit. This price is used to determine the number of units granted under the deferred compensation plan, rather than representing cash paid or received in an open-market transaction.

When will Scott Mills’ phantom stock units in Principal Financial Group be settled?

The filing states that interests under the Principal Deferred Compensation Plan for Non-Employee Directors, including the phantom stock units, will be settled upon the reporting person’s retirement. Until then, the units may be moved into other investment alternatives available within the plan.