Principal Financial Group (NYSE: PFG) director receives 828 phantom units

Rhea-AI Filing Summary

Principal Financial Group Inc. reported that one of its directors acquired 828 phantom stock units on 12/05/2025. The units were credited at a price of $87.52 per unit, bringing the director’s total beneficial ownership of derivative securities to 28,260 units held directly.

The phantom stock units convert into common stock on a one-for-one basis. They were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors, where the reporting person may move them into another investment alternative at any time, and interests in the plan will be settled upon the reporting person’s retirement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HOCHSCHILD ROGER C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	828	$87.52	$72K

Holdings After Transaction: Phantom Stock Units — 28,260 shares (Direct)

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.

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).

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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

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
Phantom Stock Units	(1)	12/05/2025		A		828		(2)	(2)	Common Stock	828	$87.52	28,260	D

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-Fact	12/08/2025
	** 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 Principal Financial Group (PFG) report in this Form 4?

A Principal Financial Group director acquired 828 phantom stock units on 12/05/2025 at a price of $87.52 per unit, increasing total derivative holdings to 28,260 units held directly.

What are the phantom stock units reported for PFG in this filing?

The filing states that these are phantom stock units that convert to common stock on a one-for-one basis, giving the director a right to receive the same number of Principal Financial Group common shares.

Under what plan were the PFG phantom stock units acquired?

The reported phantom stock units were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors, as described in the explanation of responses.

When will the PFG director’s deferred compensation interests be settled?

The filing explains that interests under the Principal Deferred Compensation Plan will be settled upon the reporting person’s retirement.

Can the PFG director change how the phantom stock units are invested?

Yes. The reported phantom stock units may be transferred at any time into another investment alternative under the Principal Deferred Compensation Plan for Non-Employee Directors.

What is the director’s ownership form for the reported phantom stock units of PFG?

After the reported transaction, the Form 4 shows 28,260 derivative securities beneficially owned with ownership form reported as direct (D).