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Principal Financial (NYSE: PFG) director granted RSUs and phantom stock units

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

Rhea-AI Filing Summary

Principal Financial Group director Alfredo Rivera reported equity-based compensation grants. He received 30 restricted stock units of common stock at a reference price of $87.01 per share, which convert to common stock on a one-for-one basis. He also acquired 144 phantom stock units under the Principal Deferred Compensation Plan for Non-Employee Directors, which remain within the plan’s investment alternatives and will be settled upon his retirement. Following these grants, his reported direct holdings include 3,255 common-share-equivalent units from the restricted stock program and 14,219 common-share-equivalent phantom stock units.

Positive

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Negative

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Insider RIVERA ALFREDO
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 30 $87.01 $3K
Grant/Award Common Stock 144 $0.00 --
Holdings After Transaction: Common Stock — 3,255 shares (Direct)
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 units granted 30 units Grant of restricted stock units of common stock
RSU reference price $87.01 per share Transaction price per share for RSU grant
Post-RSU common-share-equivalent holdings 3,255 units Total common-share-equivalent units following RSU transaction
Phantom stock units acquired 144 units Units credited under deferred compensation plan
Post-transaction phantom stock units 14,219 units Total phantom stock units following transaction
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 and may be transferred at any time"
convert to common stock on a one-for-one basis financial
"The units convert to common stock on a one-for-one basis."
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*
RIVERA ALFREDO
(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)
03/27/2026		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 Stock03/27/2026A144A$0(1)14,219D
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
Common Stock(2)03/27/2026A30 (3) (3)Common Stock30$87.013,255D
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-Fact03/31/2026
** 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 Alfredo Rivera report in this Form 4 filing?

Alfredo Rivera reported receiving equity-based compensation. He was granted 30 restricted stock units tied to Principal Financial Group common stock and 144 phantom stock units under a deferred compensation plan for non-employee directors, increasing his equity-linked exposure to the company.

How many restricted stock units did Alfredo Rivera receive from Principal Financial Group (PFG)?

Alfredo Rivera received 30 restricted stock units. These units reference Principal Financial Group common stock at $87.01 per share and convert into common stock on a one-for-one basis, adding to his existing equity-linked position in the company.

What are the phantom stock units reported by Alfredo Rivera in PFG’s Form 4?

Rivera acquired 144 phantom stock units. These units were credited under the Principal Deferred Compensation Plan for Non-Employee Directors, can be reallocated among plan investments, and will ultimately be settled in connection with his retirement from board service.

How did this Form 4 change Alfredo Rivera’s holdings in Principal Financial Group (PFG)?

The filing shows increased equity-linked holdings for Rivera. After the grants, he holds 3,255 common-share-equivalent units in the restricted stock program and 14,219 common-share-equivalent phantom stock units, all reported as directly owned positions.

Are Alfredo Rivera’s transactions in PFG stock open-market buys or compensation grants?

The reported transactions are compensation-related grants. Both entries use code “A” for awards, covering restricted stock units and phantom stock units, rather than open-market purchases or sales, reflecting standard non-employee director compensation mechanisms.