Principal Financial director granted 2,175 shares

Auerbach Jonathan reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Auerbach Jonathan reported acquisition or exercise transactions in this Form 4 filing.

Principal Financial Group director Jonathan Auerbach received a grant of 2,175 shares of Common Stock as a compensation award. The award was reported at a price of $0.00 per share, indicating a non-cash grant. Following this grant, his directly held position in Principal Financial Group increased to 22,786 shares, reflecting a routine equity-based compensation event rather than an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 2,175 shares

Grant/Award 1 txn

Insider Auerbach Jonathan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,175	$0.00	$0.00

Holdings After Transaction: Common Stock — 22,786 shares (Direct)

Footnotes (1)

1. F1. Grant of restricted stock units.

Key Figures

Shares granted: 2,175 shares Price per share for grant: $0.00 per share Total shares after transaction: 22,786 shares

3 metrics

Shares granted 2,175 shares Grant of Common Stock on May 19, 2026

Price per share for grant $0.00 per share Reported grant value for compensation award

Total shares after transaction 22,786 shares Directly held Common Stock following the 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: Grant, award, or other acquisition"

Common Stock financial

"security_title: Common Stock"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Principal Financial Group (PFG) report for Jonathan Auerbach?

Principal Financial Group reported that director Jonathan Auerbach received a grant of 2,175 shares of Common Stock. The award was recorded at $0.00 per share, indicating a non-cash equity compensation grant rather than an open-market transaction.

How many Principal Financial Group (PFG) shares does Jonathan Auerbach hold after this grant?

After the reported grant, Jonathan Auerbach holds 22,786 shares of Principal Financial Group Common Stock directly. This figure reflects his position immediately following the 2,175-share compensation award disclosed in the Form 4 insider filing.

Was the May 19, 2026 transaction in Principal Financial Group (PFG) stock a purchase or a grant?

The May 19, 2026 transaction was a grant, not a market purchase. It is coded as an “A” transaction, described as a grant, award, or other acquisition, and is further identified in the footnotes as a grant of restricted stock units.

Did Jonathan Auerbach sell any Principal Financial Group (PFG) shares in this Form 4 filing?

No sales were reported in this Form 4 filing. The only transaction was an acquisition coded as a grant or award, adding 2,175 shares to Jonathan Auerbach’s directly held position in Principal Financial Group Common Stock.

What does the footnote about restricted stock units mean in the PFG Form 4?

The footnote states “Grant of restricted stock units,” indicating the award was made in restricted stock units tied to Common Stock. Such grants are a common form of equity compensation for directors and typically follow company equity incentive plan terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 05:05 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^*

Auerbach Jonathan

(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)
05/19/2026

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	05/19/2026		A		2,175	A	$0(1)	22,786	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	05/21/2026
	** 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)