PRINCIPAL FINANCIAL GROUP INC — Director's Dealing 2019

Dec 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRINCIPAL FINANCIAL GROUP INC (PFG)
CIK: 0001126328
Period of Report: 2019-12-27

Reporting Person: LAWLER JULIA M (EVP & Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-27	Common Stock	A	124	—	Disposed	52843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-27	Phantom Stock Units	$	A	53.9	Acquired		Common Stock (53.9)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1327	Indirect

Footnotes

F1: Grant of restricted stock units.

F2: Includes 569 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

F3: The units convert to common stock on a one-for-one basis.

F4: Acquired pursuant to the Principal Financial Group, Inc. Select Savings Excess Plan and may be transferred at any time into another investment alternative under that plan. Interests under the plan will be settled upon the reporting person's retirement or other termination of service.