Principal Financial (PFG) Director Receives 101 Restricted Stock Units

Rhea-AI Filing Summary

Mitchell H Elizabeth, a director of Principal Financial Group (PFG), was granted 101 restricted stock units on 09/26/2025 at a reported price of $0. Following this grant, the reporting person’s beneficial ownership is shown as 10,750 shares of common stock. The transaction is reported on a Form 4 and was filed as an individual filing by the reporting person’s attorney-in-fact. The filing classifies the award as non‑derivative restricted stock units (RSUs) rather than a cash purchase.

Positive

• Grant of 101 restricted stock units to a Company director, increasing reported beneficial ownership to 10,750 shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director equity grant recorded as 101 restricted stock units increases reported beneficial ownership to 10,750 shares.

The Form 4 documents a standard equity compensation event for a director rather than an open‑market transaction. The record shows the award was granted with a $0 price, consistent with restricted stock unit grants that vest subject to plan terms. This disclosure provides transparency on insider alignment with shareholders by converting compensation obligations into equity units, and it clarifies current reported ownership levels for governance and disclosure purposes.

Compensation Analyst

TL;DR: The filing reports a small, routine RSU grant of 101 units; impact on outstanding equity is immaterial from the disclosed data.

The entry specifies 101 RSUs granted and a post‑transaction beneficial ownership of 10,750 common shares. The zero price indicated aligns with RSU grants that represent future issuance contingent on vesting rather than immediate cash purchase. Without vesting terms or aggregate share count, the materiality of dilution or expense cannot be assessed from this Form 4 alone.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Mitchell H Elizabeth

(Last) (First) (Middle)

711 HIGH STREET

(Street)

DES MOINES IA 50392

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRINCIPAL FINANCIAL GROUP INC [ PFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/26/2025		A		101	A	$0(1)	10,750	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Grant of restricted stock units.

	/s/ Chris Agbe-Davies as Attorney-in-Fact	09/30/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mitchell H Elizabeth report on the PFG Form 4?

The filing reports a grant of 101 restricted stock units (RSUs) with a transaction date of 09/26/2025 and a reported price of $0.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 reports 10,750 shares of common stock beneficially owned following the reported transaction.

Was this a purchase or an equity grant in the PFG Form 4?

The entry is disclosed as a non-derivative equity grant (RSUs), not an open-market purchase or sale.

Is the transaction filed individually or jointly on Form 4?

The Form 4 is indicated as filed by one reporting person (individual filing).

Does the Form 4 explain the nature of the securities granted?

Yes. The form includes an explanation stating: "Grant of restricted stock units."