Director Roger Hochschild gains stock awards at Principal (NYSE: PFG)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Principal Financial Group director Roger C. Hochschild reported routine equity awards. He received 262 Phantom Stock Units at $87.0100 per unit and 355 shares of Common Stock as a grant. Following these awards, he directly holds 28,766 Phantom Stock Units and 39,008 shares of Common Stock. The phantom units are under the Principal Deferred Compensation Plan for Non-Employee Directors, convert to common stock on a one-for-one basis, and will be settled upon his retirement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HOCHSCHILD ROGER C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	262	$87.01	$23K
Grant/Award	Common Stock	355	$0.00	--

Holdings After Transaction: Phantom Stock Units — 28,766 shares (Direct); Common Stock — 39,008 shares (Direct)

Footnotes (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.

Key Figures

Phantom Stock Units granted: 262 units Phantom unit reference price: $87.0100 per unit Common Stock granted: 355 shares +3 more

6 metrics

Phantom Stock Units granted 262 units Grant on March 27, 2026

Phantom unit reference price $87.0100 per unit Grant valuation for Phantom Stock Units

Common Stock granted 355 shares Grant on March 27, 2026

Common shares after grant 39,008 shares Total Common Stock directly held after transactions

Phantom units after grant 28,766 units Total Phantom Stock Units directly held after transactions

Conversion ratio 1 unit : 1 share Phantom Stock Units convert to Common Stock one-for-one

Key Terms

Phantom Stock Units, restricted stock units, Principal Deferred Compensation Plan for Non-Employee Directors, one-for-one basis

4 terms

Phantom Stock Units financial

"The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"

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.

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.

Principal Deferred Compensation Plan for Non-Employee Directors financial

"acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors"

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 →

03/31/2026 - 04:16 PM

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

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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/27/2026		A		355	A	$0.00⁽¹⁾	39,008	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽²⁾	03/27/2026		A		262		⁽³⁾	⁽³⁾	Common Stock	262	$87.01	28,766	D

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-Fact	03/31/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PFG director Roger Hochschild report?

Director Roger C. Hochschild reported two equity awards. He acquired 262 Phantom Stock Units at $87.0100 per unit and 355 shares of Common Stock as grants, reflecting routine compensation rather than open-market buying or selling activity.

How many Principal Financial Group (PFG) shares does Roger Hochschild now hold?

After these awards, Roger C. Hochschild directly holds 39,008 shares of Common Stock. In addition, he holds 28,766 Phantom Stock Units, which are tied to the company’s stock value but settled later under a deferred compensation plan.

What are the Phantom Stock Units reported in the PFG Form 4?

The Phantom Stock Units are deferred compensation linked to Principal Financial Group’s stock price. Hochschild acquired 262 units, each valued at $87.0100, under the Principal Deferred Compensation Plan for Non-Employee Directors as part of his board compensation package.

Do the PFG Phantom Stock Units convert into common stock for Roger Hochschild?

Yes. The filing states the units convert to Common Stock on a one-for-one basis. Interests under the Principal Deferred Compensation Plan for Non-Employee Directors will be settled in connection with Hochschild’s retirement, aligning his compensation with long-term shareholder interests.

Are Roger Hochschild’s PFG equity awards open-market purchases or sales?

No. Both transactions use code “A,” indicating grants or awards rather than market trades. Hochschild received 355 Common Stock shares and 262 Phantom Stock Units as compensation, so there were no open-market buys or sells disclosed in this Form 4.