Principal Financial (PFG) Form 4: Director Receives 135 Restricted Stock Units

Rhea-AI Filing Summary

Mary E. Beams, a director of Principal Financial Group Inc. (PFG), reported a grant of 135 restricted stock units on 09/26/2025 with a reported price of $0. Following the grant, Ms. Beams beneficially owns 14,415 shares of Common Stock. The Form 4 was signed by an attorney-in-fact, Chris Agbe-Davies, on 09/30/2025. The filing identifies the transaction as a non-derivative acquisition and describes the award as restricted stock units.

Positive

• Timely disclosure of the non-derivative acquisition under Section 16
• Clear identification of the award as restricted stock units with transaction date and post-transaction beneficial ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a small-grant restricted stock unit award; disclosure is routine and non-material to shareholders.

The Form 4 reports a director-level non-derivative acquisition of 135 restricted stock units at a reported price of $0, increasing beneficial ownership to 14,415 shares. For governance review, this appears to be a standard equity grant used for director compensation alignment. The disclosure is timely and properly executed by an attorney-in-fact. The size of the grant relative to total beneficial holdings reported here is small; the filing contains no indications of sales, exercises, or derivative transactions that would affect dilution or liquidity beyond routine compensation mechanics.

Securities Compliance Analyst

TL;DR: Filing meets Section 16 reporting requirements and documents a restricted stock unit grant.

This Form 4 documents a non-derivative acquisition coded as an award (A) with an explanatory note stating "Grant of restricted stock units." The transaction date, reported ownership post-transaction, and reporting person details are provided. Signature by an attorney-in-fact is included with a date. There are no omitted fields regarding the reported non-derivative transaction. From a compliance standpoint, the form provides the requisite specifics for Section 16 tracking; no additional compliance flags are evident within the disclosed content.

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^*

Beams Mary E.

(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		135	A	$0(1)	14,415	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	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 PFG director Mary E. Beams report on Form 4?

The Form 4 reports a grant of 135 restricted stock units acquired on 09/26/2025 and a post-transaction beneficial ownership of 14,415 shares.

Was the acquisition by Mary E. Beams a purchase with cash?

No. The transaction lists a reported price of $0 and is described as a grant of restricted stock units.

Who signed the Form 4 for Mary E. Beams and when?

The Form 4 was signed by Chris Agbe-Davies as attorney-in-fact on 09/30/2025.

Does the Form 4 show any derivative transactions for Mary E. Beams?

No. Table II for derivative securities contains no entries; the filing only reports a non-derivative acquisition.

What is the reporting relationship of Mary E. Beams to PFG?

The form indicates Mary E. Beams is a Director of Principal Financial Group Inc.