Bhatia Kamal 4

What Happened
Kamal Bhatia, President & CEO of Principal Financial Group (PFG), disposed of a total of 6,680 shares in late Feb–early Mar 2026 for aggregate proceeds of about $639,634. Transactions reported: 3,781 shares surrendered to cover an exercise price or tax liability at $95.42 each (≈ $360,783) on 2026-02-27, and two dispositions to the issuer on 2026-03-02 of 2,299 shares at a weighted average $95.99 (≈ $220,681) and 600 shares at a weighted average $96.95 (≈ $58,170). These were sales/withholdings (not purchases).

Key Details

• Transaction dates and reported prices:
  • 2026-02-27: 3,781 shares @ $95.42 — $360,783 (payment of exercise price / tax withholding). (Footnote F1)
  • 2026-03-02: 2,299 shares @ $95.99 (weighted avg; prices ranged $95.83–$96.52). (Footnote F2)
  • 2026-03-02: 600 shares @ $96.95 (weighted avg; prices ranged $96.83–$97.15). (Footnote F3)
• Total shares disposed: 6,680; approximate total proceeds: $639,634.
• Shares owned after the transactions: not specified in the Form 4 filing.
• Notable footnotes:
  • F1: The 2/27 tax/price-withholding transaction was executed under a Rule 10b5-1 trading plan adopted 5/14/2025.
  • F2/F3: Reported prices are weighted averages across multiple trades; the filer will provide per-price breakdown on request.
• Filing timeliness: Form 4 was filed 2026-03-03; based on the transaction dates (2/27 and 3/02) the filing appears to be timely under the two-business-day rule.

Context
The 2/27 disposition appears to be a tax-withholding or cashless settlement related to an option exercise or award (shares surrendered to cover taxes/exercise cost). The 3/02 entries are dispositions to the issuer (sales back to the company) at reported weighted-average prices. These are routine insider sales (and a withholding) and do not by themselves indicate a change in company fundamentals. The 10b5-1 plan note means at least one of the transactions was pre-planned under an automatic trading plan.