Principal Financial (PFG) EVP awarded 22,279 restricted stock units

Rhea-AI Filing Summary

Principal Financial Group EVP and General Counsel Timothy W. Brown received an equity grant of 22,279 common-share-based restricted stock units. The Form 4 reports an acquisition of 22,279 units at a stated price of $0.00 per share, reflecting compensation rather than an open-market purchase. Following the award, Brown directly holds 22,279 common shares reported in this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brown Timothy W.

Role EVP, General Counsel and Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	22,279	$0.00	--

Holdings After Transaction: Common Stock — 22,279 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Equity grant size: 22,279 units Reported price per share: $0.00 per share Shares held after transaction: 22,279 shares +1 more

4 metrics

Equity grant size 22,279 units Grant of restricted stock units tied to common stock

Reported price per share $0.00 per share Compensation grant, not open-market purchase

Shares held after transaction 22,279 shares Direct ownership following the award

Transaction date 2026-06-08 Date of restricted stock unit grant

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 is Grant, award, or other acquisition"

Common Stock financial

"security_title is Common Stock for the reported grant"

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.

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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).

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^*

Brown Timothy W.

(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)
	EVP, General Counsel and Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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	06/08/2026		A		22,279	A	$0.00(1)	22,279	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. Grant of restricted stock units.

	Chris Agbe-Davies as Attorney-in-Fact	06/09/2026
	** 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)

FAQ

What did PFG executive Timothy W. Brown report in this Form 4?

Timothy W. Brown reported receiving 22,279 restricted stock units tied to Principal Financial Group common stock. The award was recorded at $0.00 per share, indicating a compensation grant rather than a market purchase or sale.

How many PFG shares or units did Timothy W. Brown acquire in this transaction?

Timothy W. Brown acquired 22,279 units related to Principal Financial Group common stock. The Form 4 classifies the move as a grant, award, or other acquisition under code A, with all 22,279 units reported as held directly after the transaction.

Was Timothy W. Brown’s PFG equity grant an open-market purchase or a compensation award?

The filing shows a compensation award, not an open-market purchase. Transaction code A and the $0.00 per-share price indicate the 22,279 units were granted as an equity incentive rather than bought on the market.

What is Timothy W. Brown’s role at Principal Financial Group related to this Form 4?

Timothy W. Brown is Principal Financial Group’s Executive Vice President, General Counsel and Secretary. The Form 4 records an equity grant of 22,279 restricted stock units to him in that capacity, reflecting part of his compensation package.

How many PFG shares does Timothy W. Brown hold after the reported grant?

After the grant, the Form 4 shows Timothy W. Brown with 22,279 common shares reported as directly owned. This matches the size of the restricted stock unit grant disclosed in the filing’s non-derivative transaction table.