Sec Form 3 Filing - Walker Roberto @ PRINCIPAL FINANCIAL GROUP INC - 2021-08-02

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Walker Roberto 2. Issuer Name and Ticker or Trading Symbol PRINCIPAL FINANCIAL GROUP INC [ PFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Principal Latin America (Last) (First) (Middle) 711 HIGH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2021 (Street) DES MOINES, IA50392 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 35,635 ( 1 ) ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 27.46 02/27/2015 02/27/2022 Common Stock 22,640 D Employee Stock Option (Right to Buy) $ 30.7 02/25/2016 02/25/2023 Common Stock 33,975 D Employee Stock Option (Right to Buy) $ 44.88 02/24/2017 02/24/2024 Common Stock 20,265 D Employee Stock Option (Right to Buy) $ 51.33 02/23/2018 02/23/2025 Common Stock 15,635 D Employee Stock Option (Right to Buy) $ 37.38 02/22/2019 02/22/2026 Common Stock 32,440 D Employee Stock Option (Right to Buy) $ 62.78 02/27/2020 02/27/2027 Common Stock 12,335 D Employee Stock Option (Right to Buy) $ 63.98 02/26/2021 02/26/2028 Common Stock 22,370 D Employee Stock Option (Right to Buy) $ 53.09 ( 3 ) 08/25/2029 Common Stock 20,345 D Employee Stock Option (Right to Buy) $ 51.73 ( 4 ) 08/24/2030 Common Stock 17,180 D Employee Stock Option (Right to Buy) $ 58.68 ( 5 ) 03/05/2031 Common Stock 22,115 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walker Roberto 711 HIGH STREET DES MOINES, IA50392 EVP, Principal Latin America Signatures Alex P. Montz, by Power of Attorney 08/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 4,652 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan. ( 2 )Includes 3,517 restricted stock units. ( 3 )The option vests in three equal annual installments beginning February 25, 2022. ( 4 )The option vests in three equal annual installments beginning February 24, 2023. ( 5 )The option vests in three equal annual installments beginning March 5, 2024.

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).

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