McCullum Kenneth A. 4

4 · PRINCIPAL FINANCIAL GROUP INC · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

Principal Financial (PFG) EVP Kenneth McCullum Sells 2,844 Shares

What Happened

Kenneth A. McCullum, EVP & Chief Risk Officer of Principal Financial Group (PFG), disposed of a total of 2,844 shares for aggregate proceeds of $272,604. Transactions were: 1,228 shares withheld to cover exercise/tax obligations at $95.42 (proceeds/valuation $117,176) on 2026-02-27; and two dispositions to the issuer on 2026-03-02 for 1,316 shares at a weighted average $96.01 ($126,349) and 300 shares at a weighted average $96.93 ($29,079). All three transactions are reported as dispositions (sales/withholding).

Key Details

Transaction dates & prices:
- 2026-02-27: 1,228 shares @ $95.42 (tax/withholding) — $117,176.
- 2026-03-02: 1,316 shares @ $96.01 (disposition under 10b5‑1) — $126,349.
- 2026-03-02: 300 shares @ $96.93 (disposition) — $29,079.
Total shares disposed: 2,844; total value: $272,604.
Shares owned after the transactions: not specified in the provided filing excerpt.
Footnotes of note:
- F1: 29 of the withheld shares came from the Employee Stock Purchase Plan (ESPP).
- F2: The 1,316‑share sale on 3/2/2026 was executed under a Rule 10b5‑1 trading plan adopted 3/13/2025.
- F3/F4: The reported prices for the 1,316‑share and 300‑share dispositions are weighted averages of multiple trades (ranges provided in the filing).
Filing: Form 4 filed 2026-03-03 for report period through 2026-02-27; the excerpt does not show a late‑filing flag.

Context

The 1,228‑share “F” code indicates shares were used to satisfy exercise price or tax liabilities (a form of withholding), not a market buy. F1 confirms some withheld shares were from the ESPP.
The 1,316‑share sale executed under a 10b5‑1 plan means it was pre‑arranged trading, which is common for insiders to avoid contemporaneous trading decisions.
These are disposals (sales/withholding) — routine insider sales don’t necessarily indicate management sentiment; purchases tend to be more informative to investors.

Form 4

Period: 2026-02-27

EVP - Chief Risk Officer

Transactions

Tax Payment
Common Stock
[F1]
2026-02-27$95.42/sh−1,228$117,176→ 42,524 total
Disposition to Issuer
Common Stock
[F2][F3][F1]
2026-03-02$96.01/sh−1,316$126,349→ 41,208 total
Disposition to Issuer
Common Stock
[F2][F4][F1]
2026-03-02$96.93/sh−300$29,079→ 40,908 total

Footnotes (4)

[F1]Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.
[F2]This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 3/13/2025.
[F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.83 to $96.33, inclusive. The reporting person undertakes to provide Principal Financial Group, Inc., any security holder of Principal Financial Group, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
[F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.87 to $97.02, inclusive. The reporting person undertakes to provide Principal Financial Group, Inc., any security holder of Principal Financial Group, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Signature

Chris Agbe-Davies as Attorney-in-Fact|2026-03-03

1 file