[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Principal Financial Group director Alfredo Rivera reported routine equity-based compensation. He received a grant of 117 shares of common stock in the form of restricted stock units, which will convert into common stock on a one-for-one basis.

Rivera also acquired 25 phantom stock units tied to Principal Financial Group common stock at a reference price of $107.75 per unit under the Principal Deferred Compensation Plan for Non-Employee Directors. After these awards, he holds 16,511 shares of common stock directly and 3,279 phantom stock units in the plan, which will be settled upon his retirement.

Insights

Corporate governance analyst

Director received routine equity grants, increasing long-term alignment.

Director Alfredo Rivera acquired 117 restricted stock units and 25 phantom stock units in Principal Financial Group. Both instruments track common stock value, reinforcing equity-based compensation rather than cash.

The phantom stock units sit in a non-employee director deferred compensation plan and are settled at retirement, encouraging long-term focus. With 16,511 common shares and 3,279 phantom units after this filing, the grants appear modest and consistent with typical board compensation structures.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RIVERA ALFREDO

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25	$107.75	$3K
Grant/Award	Common Stock	117	$0.00	--

Holdings After Transaction: Common Stock — 3,279 shares (Direct, null)

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.

Key Figures

Restricted stock units granted: 117 shares Phantom stock units granted: 25 units Phantom unit reference price: $107.75 per unit +2 more

5 metrics

Restricted stock units granted 117 shares Grant of restricted stock units converting one-for-one into common stock

Phantom stock units granted 25 units Phantom stock units acquired under deferred compensation plan

Phantom unit reference price $107.75 per unit Price per phantom stock unit for the 25-unit award

Common shares after transaction 16,511 shares Total direct common stock holdings after grants

Phantom units after transaction 3,279 units Total phantom stock units in deferred compensation plan after grant

Key Terms

restricted stock units, phantom stock units, Principal Deferred Compensation Plan for Non-Employee Directors, one-for-one basis

4 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.

phantom stock units financial

"The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan"

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.

Principal Deferred Compensation Plan for Non-Employee Directors financial

"acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"

one-for-one basis financial

"The units convert to common stock on a one-for-one basis."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 01:45 PM Accepted by SEC EDGAR 06/30/2026 - 01:44 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).

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^*

RIVERA ALFREDO

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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	06/26/2026		A		117	A	$0(1)	16,511	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	(2)	06/26/2026		A		25		(3)	(3)	Common Stock	25	$107.75	3,279	D

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-Fact	06/30/2026
	** 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)