Principal Financial Group Form 4: 405-Share RSU Award to CIO Kathleen Kay

Rhea-AI Filing Summary

Principal Financial Group (PFG) Form 4 filing: Executive Vice President & Chief Information Officer Kathleen B. Kay reported the grant of 405 restricted stock units (RSUs) on 27 June 2025. The RSUs were acquired at $0 cost, reflecting a routine equity award rather than an open-market purchase. Following the award, Kay’s direct beneficial ownership increased to 34,377 common shares. No derivative securities transactions or dispositions were disclosed, and the filing contains no additional financial metrics or company-level information.

The transaction is modest in size when compared with PFG’s ~250 million shares outstanding and appears to be part of the company’s regular long-term incentive program, aligning executive compensation with shareholder interests. There is no indication of selling activity or material change in insider sentiment. Accordingly, the market impact is expected to be neutral.

Positive

• Executive alignment: Additional RSUs reinforce management’s equity-based compensation structure, modestly increasing insider ownership.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU grant; negligible shareholder dilution or signal value.

The 405-share RSU award to EVP Kathleen Kay is a standard annual incentive grant. At today’s share count, the award represents less than 0.0002 % dilution—far below any materiality threshold. Absence of sales suggests no negative insider sentiment. Overall, the filing simply reaffirms ongoing alignment of executive incentives with equity performance and does not alter investment thesis.

Portfolio Manager

TL;DR: Non-impactful; maintain neutral stance on PFG.

Insider acquisitions can sometimes foreshadow performance, but this de minimis RSU grant is formulaic. No cash purchase occurred, and Kay remains a long-term holder with 34k shares. Given the token size relative to float and the lack of simultaneous insider buying by others, I classify the event as not impactful for portfolio positioning.

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
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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^*

Kay Kathleen B

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-Chief Information Officer

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		405	A	$0(1)	34,377	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 PFG disclose in the July 1, 2025 Form 4?

An RSU grant of 405 shares to EVP-CIO Kathleen B. Kay on June 27, 2025.

Was the transaction a purchase or sale of PFG stock?

It was an acquisition via restricted stock units; no shares were sold.

How many PFG shares does Kathleen Kay now own?

Kay owns 34,377 common shares directly after the grant.

Did the filing reveal any option exercises or derivative trades?

No derivative securities were exercised or disposed of in this filing.

Is the RSU grant material to PFG shareholders?

Given PFG’s large share count, the 405-share grant is immaterial and unlikely to affect the stock price.