[Form 4] Principal Financial Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Principal Financial Group Inc. (PFG) filed a Form 4 showing that director Jocelyn M. Carter was granted 817 restricted stock units on 06/27/2025 at a stated price of $0. Following the award, Carter’s direct beneficial ownership rose to 86,101 common shares. No sales, option exercises, or other derivative transactions were reported. The filing represents a routine equity incentive grant that modestly increases insider ownership and signals continued alignment with shareholder interests, but its small size relative to PFG’s total share count makes it immaterial to company valuation or near-term market performance.

Positive

• Director’s stake increases by 817 shares, reaffirming insider alignment with shareholders.

Negative

• Grant size is immaterial relative to PFG’s market capitalization and does not constitute a conviction buy.
• Transaction is a zero-cost award, limiting its usefulness as a sentiment signal compared with open-market purchases.

Insights

Corporate Governance Analyst

TL;DR Small RSU grant to PFG director; raises stake to 86k shares, neutral impact on valuation.

The transaction is a standard annual equity incentive: 817 RSUs, no cash outlay, and no derivative positions. Post-transaction ownership of 86,101 shares keeps the director meaningfully invested but represents a fraction of the 254 million shares outstanding. Because it is a grant rather than an open-market purchase, the signal value is limited. There is no indication of intent to accumulate, nor does it suggest insider concern. From a governance standpoint, continuing equity-based compensation is typical at large insurers and maintains board-shareholder alignment. Overall impact on the investment thesis is neutral.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carter Miller Jocelyn

(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)
06/27/2025

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	06/27/2025		A		817	A	$0(1)	86,101	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.

	Chris Agbe-Davies as Attorney-in-Fact	07/01/2025
	** 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 the PFG Form 4 filed on 07/01/2025 disclose?

Director Jocelyn M. Carter received 817 restricted stock units on 06/27/2025, raising her direct holdings to 86,101 shares.

Was the insider transaction an open-market purchase?

No. It was a restricted stock unit grant with a stated cost of $0, not a cash purchase.

How many PFG shares does the director now own?

After the grant, Carter owns 86,101 common shares directly.

Did the Form 4 report any option exercises or sales?

No. The filing shows no derivative securities exercised or disposed of.

Is the transaction considered material to PFG investors?

Given the small size versus total shares outstanding, the market impact is expected to be minimal.