McCullum Kenneth A. 4

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.