PFG (PFG) CEO Strable-Soethout delivers shares to cover tax withholding

Rhea-AI Filing Summary

Principal Financial Group Chair, President and CEO Deanna D. Strable-Soethout reported tax-related share dispositions under an equity award. She delivered 5,321 shares of common stock at $95.42 per share for tax withholding, leaving 172,575 shares held directly. An additional 781 shares were delivered for tax withholding from stock held indirectly by her spouse at $95.42 per share, leaving 53,446 shares held indirectly by her spouse.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider STRABLE-SOETHOUT DEANNA D

Role Chair, President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,321	$95.42	$508K
Tax Withholding	Common Stock	781	$95.42	$75K

Holdings After Transaction: Common Stock — 172,575 shares (Direct); Common Stock — 53,446 shares (Indirect, By Spouse)

Footnotes (1)

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^*

STRABLE-SOETHOUT DEANNA D

(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)
	Chair, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		5,321	D	$95.42	172,575	D
Common Stock	02/27/2026		F		781	D	$95.42	53,446	I	By Spouse

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:

	Chris Agbe-Davies as Attorney-in-Fact	03/03/2026
	** 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 CEO Deanna Strable-Soethout report on this Form 4?

Deanna Strable-Soethout reported disposing of PFG shares to cover tax withholding obligations. She delivered 5,321 common shares held directly and 781 common shares held indirectly through her spouse, both at a price of $95.42 per share.

Was the PFG CEO’s Form 4 transaction an open-market sale of shares?

No, the PFG CEO’s Form 4 transaction was a tax-withholding disposition. The filing uses transaction code F, described as paying an exercise price or tax liability by delivering securities, rather than an open-market purchase or sale of common stock.

How many PFG shares does the CEO own directly after this Form 4 transaction?

After the tax-withholding disposition, the CEO directly holds 172,575 shares of Principal Financial Group common stock. This figure is reported as the total number of shares owned following the transaction in the Form 4’s non-derivative ownership table.

How many PFG shares related to the CEO are held indirectly through her spouse after the transaction?

Following the tax-withholding disposition of 781 shares, 53,446 Principal Financial Group common shares are reported as held indirectly by the CEO’s spouse. The Form 4 labels this as indirect ownership with the nature of ownership described specifically as “By Spouse.”

What does transaction code F mean in the PFG CEO’s Form 4 filing?

Transaction code F in the filing indicates a tax-withholding disposition. It is defined as payment of an exercise price or tax liability by delivering securities, distinguishing it from normal open-market buys or sells of Principal Financial Group common stock.