[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Claudio Muruzabal, a director of Principal Financial Group Inc. (PFG), reported a grant of 125 restricted stock units on 09/26/2025. The units were granted at a reported price of $0 and are described in the filing as restricted stock units. Following the award, Mr. Muruzabal beneficially owns 11,079 shares of PFG common stock. The Form 4 was filed as a single reporting person submission and signed by an attorney-in-fact on 09/30/2025. No derivative transactions or other changes were reported.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant to align interests; not a material change in ownership.

The filing documents a standard restricted stock unit grant of 125 shares to a board director. Such awards are common in director compensation to align long-term interests with shareholders. The transaction increases the director's beneficial ownership to 11,079 shares but does not indicate a change in control or unusual compensation structure. No derivative activity or disposals were reported. This is a governance/compensation disclosure rather than an operational or financial development.

Securities Analyst

TL;DR: Administrative insider filing reflecting compensation; unlikely to affect valuation materially.

The Form 4 shows acquisition (code A) of 125 common shares via restricted stock units at a $0 price, consistent with typical equity grants to directors. The increase to 11,079 shares remains small relative to a public company's outstanding float and does not represent a buy/sell signal. There are no exercise prices, expirations, or derivative positions disclosed. For investors, this is a routine disclosure with limited market impact.

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^*

Muruzabal Claudio

(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		125	A	$0(1)	11,079	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 insider transaction did Claudio Muruzabal report for PFG?

The Form 4 reports a grant of 125 restricted stock units on 09/26/2025, increasing his beneficial ownership to 11,079 shares.

Was the transaction a purchase, sale, or grant in the PFG Form 4?

The transaction code is A, indicating an acquisition via restricted stock unit grant at a reported price of $0.

Did the Form 4 disclose any derivative or option transactions for PFG?

No. Table II for derivative securities shows no entries; only a non-derivative RSU grant is reported in Table I.

Who signed or filed the Form 4 for Claudio Muruzabal?

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