PFG (PFG) CFO Joel Pitz reports tax-withholding stock dispositions, retains large stake

Rhea-AI Filing Summary

Principal Financial Group EVP and CFO Joel Pitz reported tax-withholding dispositions of common stock on February 27, 2026. The transactions used 556 shares held directly and 42 shares held by his spouse at $95.42 per share to cover tax obligations. After these moves, he held 43,038 shares directly and 2,740 shares indirectly through his spouse, plus additional indirect holdings of 1,316 shares via a 401(k) and 101 shares via his spouse’s 401(k).

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

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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).

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^*

Pitz Joel

(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 - CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		556	D	$95.42	43,038(1)	D
Common Stock	02/27/2026		F		42	D	$95.42	2,740(2)	I	By Spouse
Common Stock								1,316	I	By 401(k)
Common Stock								101	I	By Spouse 401(k)

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. Includes 10022 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

2. Includes 2447 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

	Chris Agbe-Davies as Attorney-in-Fact	03/03/2026
	** 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.

FAQ

What insider transaction did PFG executive Joel Pitz report?

Joel Pitz reported tax-withholding dispositions of Principal Financial Group common stock. He used shares he already owned to satisfy tax obligations, rather than executing an open-market sale, which is a common administrative step tied to equity compensation and vesting events.

How many PFG shares were used for Joel Pitz’s tax-withholding transactions?

Joel Pitz used 556 directly held shares and 42 shares held by his spouse for tax-withholding. Each share was valued at $95.42 in the transaction, reflecting stock used to cover tax obligations associated with equity compensation rather than a discretionary market sale.

What is Joel Pitz’s remaining direct ownership in PFG after these transactions?

After these tax-withholding transactions, Joel Pitz held 43,038 shares of Principal Financial Group common stock directly. This figure reflects his direct ownership as of the transaction date and excludes additional indirect holdings through his spouse and various retirement plans.

What indirect PFG shareholdings are associated with Joel Pitz?

Indirectly, Joel Pitz is associated with 2,740 shares held by his spouse, 1,316 shares held through a 401(k), and 101 shares in his spouse’s 401(k). These indirect positions supplement his direct holdings of Principal Financial Group common stock reported in the Form 4.

Were Joel Pitz’s PFG transactions open-market sales or tax-related?

The transactions were tax-related dispositions, not open-market sales. They are coded as “F,” indicating payment of exercise price or tax liability by delivering securities, a routine mechanism for handling tax obligations on equity awards rather than a discretionary sell decision.

What price per share was used in Joel Pitz’s PFG tax-withholding dispositions?

The tax-withholding dispositions used a price of $95.42 per share for Principal Financial Group common stock. This price is applied to the shares delivered to cover tax obligations tied to equity compensation events on the reported transaction date.