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Principal Financial (PFG) director receives 689 phantom stock units grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HOCHSCHILD ROGER C reported acquisition or exercise transactions in this Form 4 filing.

Principal Financial Group director Roger C. Hochschield received a grant of 689 Phantom Stock Units, each convertible into one share of common stock. These units were credited under the Principal Deferred Compensation Plan for Non-Employee Directors, raising his deferred balance to 29,455 units, generally settled at retirement.

Positive

  • None.

Negative

  • None.
Insider HOCHSCHILD ROGER C
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 689 $105.22 $72K
Holdings After Transaction: Phantom Stock Units — 29,455 shares (Direct, null)
Footnotes (1)
  1. 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.
Phantom units granted 689 units Grant on June 5, 2026 to director Hochschield
Grant reference price $105.22 per unit Value used for 689 Phantom Stock Units
Total phantom units after grant 29,455 units Phantom Stock Units held following transaction
Conversion ratio 1 unit = 1 share Phantom Stock Units convert one-for-one into common stock
Exercise price $0.00 Conversion or exercise price for Phantom Stock Units
Phantom Stock Units financial
"The units convert to common stock on a one-for-one basis."
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
"The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"
underlying security financial
"underlying_security_title: Common Stock, underlying_security_shares: 689.0000"
grant/award acquisition financial
"transaction_action: grant/award acquisition, transaction_code_description: Grant, award, or other acquisition"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
HOCHSCHILD ROGER C
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)06/05/2026A689 (2) (2)Common Stock689$105.2229,455D
Explanation of Responses:
1. The units convert to common stock on a one-for-one basis.
2. 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-Fact06/09/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did PFG director Roger C. Hochschield report on this Form 4?

He reported an acquisition of 689 Phantom Stock Units. These units were granted under Principal Financial Group’s deferred compensation plan for non-employee directors and increase his total phantom stock holdings to 29,455 units, all convertible into common shares on a one-for-one basis.

How many phantom stock units does PFG director Hochschield now hold?

He now holds 29,455 Phantom Stock Units. This total reflects the addition of 689 newly granted units on top of his prior balance under the Principal Deferred Compensation Plan for Non-Employee Directors, with each unit linked to one share of common stock.

At what reference price were the new PFG phantom stock units credited?

The 689 Phantom Stock Units were credited at $105.22 per unit. This price represents the value used for the June 5, 2026 grant and helps determine the notional value of the deferred compensation tied to Principal Financial Group’s common stock.

What are Phantom Stock Units in the PFG deferred compensation plan?

They are notional units tracking Principal’s common stock one-for-one. Under the Principal Deferred Compensation Plan for Non-Employee Directors, units may be reallocated among investment options and are ultimately settled in accordance with plan terms, typically when the director retires from the board.

When will Hochschield’s PFG phantom stock units be settled?

They will be settled upon his retirement from service as a director. The filing states that interests under the Principal Deferred Compensation Plan for Non-Employee Directors are paid out at retirement, converting the accumulated phantom units according to the plan’s settlement provisions.

Can PFG phantom stock units be moved into other investments under the plan?

Yes, the phantom stock units may be transferred into other plan investments. The filing notes that these units, acquired under the Principal Deferred Compensation Plan for Non-Employee Directors, can be reallocated at any time into another investment alternative offered within the plan.