[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Principal Financial Group Inc. (PFG) Form 4 discloses that Jonathan Auerbach, a company director, was granted 205 restricted stock units on 09/26/2025 with a reported price of $0, described in the form as a grant of restricted stock units. After the transaction, Mr. Auerbach is recorded as beneficially owning 20,214 shares. The filing was signed by an attorney-in-fact on 09/30/2025. The report is a single-person filing and indicates the ownership is held directly. No derivative transactions, cash proceeds, or exercise prices beyond the RSU grant are reported in this Form 4.

Insights

Corporate Governance Expert

TL;DR: A routine director equity grant recorded as 205 restricted stock units increases the director's direct ownership to 20,214 shares.

This disclosure reflects a routine equity compensation event for a director, documented as a grant of restricted stock units with no cash price reported. Such grants are typical for aligning director incentives with shareholders; the form shows direct beneficial ownership following the grant. The filing is procedural and contains no indication of sales, options exercises, or other disposition activity that would materially change voting control or trigger related-party concerns.

Securities Filing Analyst

TL;DR: Form 4 reports a non-derivative acquisition of 205 shares via RSUs, increasing total direct holdings to 20,214 shares.

The form reports the transaction date and the resulting beneficial ownership precisely, and includes the explanation "Grant of restricted stock units." The transaction code is listed as an acquisition (A) and price is shown as $0, consistent with typical restricted grant reporting where value vests later rather than being a cash purchase. No derivatives or additional grant terms (vesting schedule, forfeiture conditions) are provided on this Form 4.

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).

1. Name and Address of Reporting Person^*

Auerbach Jonathan

(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		205	A	$0(1)	20,214	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 transaction did Jonathan Auerbach report on the Form 4 for PFG?

The filing reports an acquisition of 205 restricted stock units (recorded as shares) on 09/26/2025 described as a grant of restricted stock units.

How many PFG shares does Jonathan Auerbach beneficially own after the reported transaction?

He is reported to beneficially own 20,214 shares following the transaction.

What price was reported for the restricted stock units on the Form 4?

The Form 4 shows a reported price of $0 for the 205 restricted stock units.

Was the Form 4 filed individually or jointly?

The form is marked as filed by one reporting person (an individual filing).

Who signed the Form 4 and when?

The signature is by Chris Agbe-Davies as Attorney-in-Fact and is dated 09/30/2025.