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

Rhea-AI Filing Summary

On 06/27/2025, Principal Financial Group (PFG) director Diane C. Nordin acquired 268 shares of the company’s common stock through a grant of restricted stock units (RSUs) priced at $0, as disclosed in a Form 4 filed on 07/01/2025. The transaction was coded “A” (acquisition) and involved no dispositions. Following the grant, Nordin’s direct beneficial ownership stands at 28,162 shares.

The award represents an increase of roughly 0.95% to her existing holdings and appears to be a routine element of director compensation rather than an open-market purchase. No derivative securities were reported. Given the modest scale, the event is unlikely to influence Principal Financial Group’s capital structure or carry significant signalling value for investors.

Positive

• Director increased her direct ownership by 268 shares through an RSU grant

Negative

• Transaction size is immaterial, offering limited insight into insider sentiment

Insights

Financial Analyst

TL;DR – Routine 268-share RSU grant; negligible market impact.

The Form 4 reveals a standard director compensation action: 268 RSUs awarded to director Diane C. Nordin at no cost. Her stake rises to 28,162 shares, a sub-1% increment of her personal holdings. Because the shares were not bought in the open market and the volume is immaterial relative to daily trading volumes, the filing has little informational value for valuation or liquidity assessments. No red flags such as sales, options exercises, or derivative positions accompany the disclosure. Overall, I view the event as neutral for investors.

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).

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^*

Pickerell Blair

(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		346	A	$0(1)	36,362	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

How many Principal Financial Group (PFG) shares did Diane C. Nordin acquire?

She received 268 shares via a restricted stock unit (RSU) grant.

What was the transaction code in the Form 4 filing for PFG?

The transaction was coded "A" for acquisition.

What is Diane C. Nordin's total beneficial ownership after the transaction?

Her direct holdings increased to 28,162 PFG shares.

Were any derivative securities reported in this Form 4 for PFG?

No, the filing shows no derivative security transactions.

When did the transaction occur and when was the Form 4 filed?

The RSU grant occurred on 06/27/2025 and the Form 4 was filed on 07/01/2025.