Principal Financial (NYSE: PFG) insider details stock option exercise and share sale

Rhea-AI Filing Summary

Principal Financial Group Inc. reported insider transactions by its EVP - Chief Risk Officer dated December 10, 2025. The reporting person acquired 5,130 shares of common stock at $62.78 through the exercise of derivative securities and sold 5,130 shares at a weighted average price of $90.08, with individual sale prices ranging from $90.00 to $90.19. After these trades, the insider directly owns 40,577 common shares, including 29 shares acquired under the Principal Financial Group, Inc. Employee Stock Purchase Plan, and continues to hold derivative securities with exercise prices of $62.78 expiring on February 27, 2027.

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

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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).

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)
12/10/2025

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	12/10/2025		A		5,130	A	$62.78	45,707(1)	D
Common Stock	12/10/2025		D		5,130	D	$90.08(2)	40,577(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
Common Stock	$62.78	12/10/2025		M			1,710	02/27/2018	02/27/2027	Common Stock	1,710	$62.78	3,420	D
Common Stock	$62.78	12/10/2025		M			1,710	02/27/2019	02/27/2027	Common Stock	1,710	$62.78	1,710	D
Common Stock	$62.78	12/10/2025		M			1,710	02/27/2020	02/27/2027	Common Stock	1,710	$62.78	0	D

Explanation of Responses:

1. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.19, 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	12/11/2025
	** 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 transactions did Principal Financial Group (PFG) report on December 10, 2025?

On December 10, 2025, the EVP - Chief Risk Officer acquired 5,130 shares at $62.78 via derivative exercises and sold 5,130 shares at a weighted average price of $90.08.

How many Principal Financial Group (PFG) shares does the reporting person own after these transactions?

Following the reported transactions, the insider directly owns 40,577 shares of Principal Financial Group common stock.

What price range did the Principal Financial Group (PFG) shares sell for in this insider trade?

The 5,130 shares sold on December 10, 2025 were executed at prices ranging from $90.00 to $90.19, with a weighted average of $90.08.

What derivative securities related to Principal Financial Group (PFG) stock does the insider still hold?

The reporting person continues to hold derivative securities with an exercise price of $62.78 that relate to underlying common stock and expire on February 27, 2027.

What is the role of the reporting person at Principal Financial Group (PFG)?

The reporting person is an Officer of Principal Financial Group Inc., serving as EVP - Chief Risk Officer.

Does the reported Principal Financial Group (PFG) share ownership include employee stock purchase plan shares?

Yes. The beneficial ownership total includes 29 shares acquired through the Principal Financial Group, Inc. Employee Stock Purchase Plan.