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  4. [Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Principal Financial (PFG) director receives stock and phantom unit grants

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

Rhea-AI Filing Summary

Mills Scott reported acquisition or exercise transactions in this Form 4 filing.

Principal Financial Group director Scott Mills reported routine equity compensation grants. He received 253 shares of Common Stock as a grant of restricted stock units, bringing his direct Common Stock holdings to 36,140 shares.

He was also granted 152 Phantom Stock Units at $107.75 per unit under the Principal Deferred Compensation Plan for Non-Employee Directors, increasing his phantom unit balance to 20,493 units. The phantom units track Common Stock on a one-for-one basis and interests under the plan will be settled upon his retirement.

Positive

  • None.

Negative

  • None.
Insider Mills Scott
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 152 $107.75 $16K
Grant/Award Common Stock 253 $0.00 --
Holdings After Transaction: Phantom Stock Units — 20,493 shares (Direct, null); Common Stock — 36,140 shares (Direct, null)
Footnotes (1)
  1. Grant of restricted stock units. 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
Restricted stock grant 253 shares Common Stock grant on 2026-06-26
Common shares held 36,140 shares Direct Common Stock holdings after grant
Phantom Stock Units grant 152 units Derivative grant on 2026-06-26
Phantom unit price $107.75 per unit Crediting price for Phantom Stock Units
Total Phantom Stock Units 20,493 units Balance after reported grant
Conversion ratio 1 unit : 1 share Phantom units convert to Common Stock one-for-one
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.
Phantom Stock Units financial
"The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan"
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
"acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"
deferred compensation financial
"Interests under the Plan will be settled upon the reporting person's retirement"
Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.
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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*
Mills Scott
(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)
06/26/2026		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
Common Stock06/26/2026A253A$0.00(1)36,140D
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(2)06/26/2026A152 (3) (3)Common Stock152$107.7520,493D
Explanation of Responses:
1. Grant of restricted stock units.
2. The units convert to common stock on a one-for-one basis.
3. 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-Fact06/26/2026
** 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 Principal Financial (PFG) director Scott Mills acquire in this Form 4?

Director Scott Mills received 253 shares of Common Stock as a grant of restricted stock units and 152 Phantom Stock Units. Both awards are part of his equity-based compensation as a non-employee director of Principal Financial Group.

How many Principal Financial (PFG) shares does Scott Mills hold after the grant?

After the reported grant, Scott Mills holds 36,140 shares of Common Stock directly. This figure reflects his updated direct ownership position following the award of 253 additional shares as restricted stock units at no cash cost to him.

What are the Phantom Stock Units reported for Principal Financial (PFG)?

The filing shows 152 Phantom Stock Units granted to Scott Mills at $107.75 per unit. These units track Principal Financial common stock on a one-for-one basis under a deferred compensation plan for non-employee directors.

How many Phantom Stock Units does Scott Mills now have at Principal Financial (PFG)?

Following this transaction, Scott Mills holds 20,493 Phantom Stock Units. These units were acquired under the Principal Deferred Compensation Plan for Non-Employee Directors and are designed to mirror the value of Principal Financial common stock over time.

When will Scott Mills’ Phantom Stock Units at Principal Financial (PFG) be settled?

The filing states that interests in the deferred compensation plan, including Phantom Stock Units, will be settled upon Scott Mills’ retirement. Until then, he may transfer units into other investment alternatives offered under the plan.

Do the new Principal Financial (PFG) awards involve any open-market buying or selling?

No. The reported transactions are grants and awards, not open-market trades. The Common Stock was granted at $0.00 per share, and the Phantom Stock Units were credited under the non-employee director deferred compensation plan.