PFG (NYSE: PFG) risk chief disposes 3,071 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Principal Financial Group executive reports automatic share disposition. EVP and Chief Risk Officer Kenneth A. McCullum disposed of 3,071 shares of Common Stock on February 25, 2026 at a weighted average price of $94.55 per share under a Rule 10b5-1 trading plan, leaving 43,752 shares directly owned. The transactions occurred in multiple trades between $94.28 and $94.72 per share.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McCullum Kenneth A.

Role EVP - Chief Risk Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	3,071	$94.55	$290K

Holdings After Transaction: Common Stock — 43,752 shares (Direct)

Footnotes (1)

1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 3/13/2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.28 to $94.72, 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. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

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).

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)
02/25/2026

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	02/25/2026		D		3,071(1)	D	$94.55(2)	43,752(3)	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. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 3/13/2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.28 to $94.72, 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.

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

	Chris Agbe-Davies as Attorney-in-Fact	02/27/2026
	** 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 Kenneth A. McCullum report?

Kenneth A. McCullum reported disposing of 3,071 shares of Principal Financial Group Common Stock on February 25, 2026. The disposition involved multiple trades at prices between $94.28 and $94.72 per share, based on a weighted average price of $94.55.

At what prices were the PFG shares transacted in McCullum’s Form 4?

The reported PFG share transactions occurred at prices ranging from $94.28 to $94.72 per share. The Form 4 lists a weighted average transaction price of $94.55 per share for the 3,071 shares disposed of on February 25, 2026.

How many PFG shares does Kenneth A. McCullum hold after this transaction?

After the reported disposition, Kenneth A. McCullum directly owns 43,752 shares of Principal Financial Group Common Stock. This post-transaction holding figure includes 29 shares previously acquired through the Principal Financial Group Employee Stock Purchase Plan as noted in the filing footnotes.

Was the PFG insider transaction executed under a Rule 10b5-1 plan?

Yes. The filing states the transaction was executed under a Rule 10b5-1 trading plan. The plan was adopted on March 13, 2025, providing for pre-arranged trades, which helps separate the timing of the disposition from subsequent market or company developments.

What type of transaction code appears in Kenneth A. McCullum’s PFG Form 4?

The Form 4 uses transaction code D, which is described as a Disposition to issuer of Common Stock. This indicates the reported 3,071-share transaction reflects a disposition rather than an open-market purchase, with details governed by the Rule 10b5-1 trading plan.

Does the PFG Form 4 indicate multiple trades behind the reported average price?

Yes. A footnote explains the reported $94.55 price is a weighted average. The 3,071 shares were transacted in multiple trades between $94.28 and $94.72. Full trade-by-trade details are available upon request from Principal Financial Group or the reporting person.