Principal Financial Form 4: 548 Restricted Stock Units Issued to Executive

Rhea-AI Filing Summary

Christopher J. Littlefield, President - RIS at Principal Financial Group, reported a grant and his resulting holdings. On 09/26/2025 he was issued 548 restricted stock units with a $0 purchase price, increasing his direct beneficial ownership to 61,016 shares. The filing notes that the total includes 2,931 shares acquired through the company Employee Stock Purchase Plan. Additionally, 11 shares are held indirectly in a revocable trust. The Form 4 was signed on 09/30/2025 by an attorney-in-fact, Chris Agbe-Davies.

Insights

Securities Analyst

TL;DR: Routine executive equity grant; small incremental change to insider holdings.

The filing discloses a standard restricted stock unit grant of 548 shares to an officer, recorded at $0, which typically reflects compensation vesting rather than an open-market purchase or sale. The disclosed aggregate ownership of 61,016 shares provides context for his stake size, and 2,931 shares from the ESPP are explicitly included. This disclosure is informational and does not signal a material change to capital structure or control.

Corporate Governance Expert

TL;DR: Compliance filing documenting officer compensation and trust holdings; no governance red flags disclosed.

The Form 4 properly reports the grant date, amount, and zero price for restricted stock units, plus indirect ownership via a revocable trust. Signature by an attorney-in-fact is noted. There are no indications of atypical transactions, accelerated issuances, or related-party transfers that would raise governance concerns in this filing.

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

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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^*

LITTLEFIELD CHRISTOPHER J

(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)
	President - RIS

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		548	A	$0(1)	61,016(2)	D
Common Stock								11(3)	I	By Trust

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 an accumulative total of 2931 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

3. Held in revocable trust.

	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 type of transaction did PFG insider Christopher J. Littlefield report?

The Form 4 reports a grant of 548 restricted stock units on 09/26/2025 recorded at a $0 price.

How many PFG shares does Christopher J. Littlefield beneficially own after the transaction?

He beneficially owns 61,016 shares following the reported transaction.

Does the filing show any indirect ownership for the reporting person?

Yes, the filing shows 11 shares held indirectly in a revocable trust.

Are any Employee Stock Purchase Plan shares included in the total ownership?

Yes, the total includes 2,931 shares acquired pursuant to the Principal Financial Group Employee Stock Purchase Plan.

Who signed the Form 4 and when was it signed?

The form was signed by Chris Agbe-Davies as Attorney-in-Fact on 09/30/2025.