Director Elizabeth H. Mitchell (PFG) receives 2,175-share restricted stock grant

Rhea-AI Filing Summary

Mitchell H Elizabeth reported acquisition or exercise transactions in this Form 4 filing.

Principal Financial Group director Elizabeth H. Mitchell received a grant of 2,175 shares of common stock as a restricted stock unit award. The grant was made at no cash cost per share and increased her directly owned stake to 13,120 common shares, reflecting routine equity-based compensation.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mitchell H Elizabeth

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,175	$0.00	--

Holdings After Transaction: Common Stock — 13,120 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 2,175 shares Grant price: $0.0000 per share Shares owned after grant: 13,120 shares +1 more

4 metrics

Shares granted 2,175 shares Grant of restricted stock units on May 19, 2026

Grant price $0.0000 per share Equity award, non-cash grant

Shares owned after grant 13,120 shares Direct ownership following the transaction

Transaction code A Grant, award, or other acquisition of common stock

Key Terms

restricted stock units, Grant, award, or other acquisition, Common Stock

3 terms

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.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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^*

Mitchell H Elizabeth

(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)
05/19/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		A		2,175	A	$0(1)	13,120	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted stock units.

	Chris Agbe-Davies as Attorney-in-Fact	05/21/2026
	** 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)

FAQ

What did Principal Financial Group (PFG) director Elizabeth H. Mitchell report on this Form 4?

Elizabeth H. Mitchell reported receiving a grant of 2,175 shares of Principal Financial Group common stock. The transaction is classified as a grant or award acquisition and represents equity-based compensation rather than an open-market purchase or sale of shares.

How many PFG shares did Elizabeth H. Mitchell acquire in this transaction?

She acquired 2,175 shares of Principal Financial Group common stock. The filing describes this as a grant of restricted stock units, indicating the shares were awarded as compensation rather than bought on the open market for cash consideration.

What is Elizabeth H. Mitchell’s Principal Financial Group share ownership after this grant?

After the grant, Elizabeth H. Mitchell directly owns 13,120 shares of Principal Financial Group common stock. This total includes the 2,175 shares received in the reported award, as shown in the post-transaction holdings figure in the Form 4 filing.

Was the PFG stock grant to Elizabeth H. Mitchell an open-market purchase?

No, it was not an open-market purchase. The Form 4 classifies the event under code A as a grant, award, or other acquisition and notes a price of $0.0000 per share, indicating equity compensation rather than a market transaction.

What type of equity did Elizabeth H. Mitchell receive from Principal Financial Group?

She received a grant of restricted stock units that settle in Principal Financial Group common stock. A footnote in the filing explicitly states “Grant of restricted stock units,” clarifying that the award is part of the company’s equity compensation program.