[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Cheong Wee Yee, Executive Vice President, Principal Asia at Principal Financial Group, reported a transaction on 09/26/2025 showing receipt of 613 restricted stock units (RSUs) issued at no cash price. After the grant the reporting person beneficially owned 83,308 shares of Principal Financial Group common stock. The filing notes that 1,741 of those shares were acquired under the company’s Employee Stock Purchase Plan. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• 613 restricted stock units granted to the reporting officer, reflecting direct equity alignment with the company
• Total beneficial ownership of 83,308 shares disclosed, increasing transparency for investors

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received a standard equity grant, increasing beneficial ownership to 83,308 shares; disclosure is routine.

This Form 4 documents a non-derivative award of 613 restricted stock units to an executive officer, recorded as issued at a $0 price consistent with typical compensation grants that vest over time. The filing also confirms 1,741 shares obtained via the Employee Stock Purchase Plan, which are included in the total beneficial ownership. There is no disclosure of exercises, sales, or derivative transactions in this filing, and no additional material corporate actions are reported.

Corporate Governance Expert

TL;DR: Disclosure aligns with required Section 16 reporting for officer equity grants; nothing unusual disclosed.

The report identifies the reporting person’s role as EVP, Principal Asia and lists a non-derivative acquisition of 613 RSUs. The ownership total of 83,308 shares and footnote clarifying 1,741 ESPP shares provide transparency on current holdings. The submission was executed by an attorney-in-fact as permitted; the filing contains no warnings, amendments, or competing transactions.

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

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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^*

Cheong Wee Yee

(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, Principal Asia

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		613	A	$0(1)	83,308(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 (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.

2. Includes 1741 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

	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 transaction did PFG insider Cheong Wee Yee report on Form 4?

The filing reports receipt of 613 restricted stock units (RSUs) on 09/26/2025 (non-derivative acquisition).

How many shares does Cheong Wee Yee beneficially own after the transaction?

The filing states 83,308 shares beneficially owned following the reported transaction.

Does the Form 4 disclose any shares acquired through the Employee Stock Purchase Plan (ESPP)?

Yes. The filing notes 1,741 shares were acquired pursuant to the Principal Financial Group Employee Stock Purchase Plan.

Was the reported transaction a sale or transfer of shares for PFG insider activity?

No. The Form 4 shows an acquisition (grant) of RSUs; there are no sales or dispositions reported in this filing.

Who signed the Form 4 reporting Cheong Wee Yee’s transaction?

The form is signed by Chris Agbe-Davies as Attorney-in-Fact for the reporting person.