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

Rhea-AI Filing Summary

Principal Financial Group, Inc. (PFG) filed a Form 4 disclosing that director Clare Stack Richer acquired 177 shares of common stock on 06/27/2025. The shares were issued as a restricted stock unit (RSU) grant at a stated price of $0, indicating they were awarded rather than purchased in the open market. Following the award, Richer’s direct beneficial ownership increased to 18,580 shares. No derivative securities transactions were reported, and there were no sales or dispositions of equity.

The filing appears to be a routine, compensation-related equity grant to a board member and does not signal a change in insider sentiment or company fundamentals. Given the small size—less than 0.1% of daily PFG trading volume and immaterial to the company’s 257 million shares outstanding—its market impact is expected to be negligible.

Insights

Securities Analyst

TL;DR: Routine RSU grant; negligible ownership change; neutral signal.

The Form 4 shows a standard director equity award of 177 RSUs to Clare Stack Richer, increasing her stake to 18,580 shares. At current PFG prices, the grant is worth roughly $15–20k—immaterial relative to the company’s market cap and the director’s existing holdings. No sales occurred, so there is no negative sentiment implied. Such grants are part of the board compensation program and do not alter the investment thesis. I therefore classify the disclosure as neutral with no expected trading 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

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).

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^*

Richer Clare Stack

(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		177	A	$0(1)	18,580	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

What insider transaction did PFG report on the latest Form 4?

Director Clare Stack Richer received 177 restricted stock units on 06/27/2025.

How many PFG shares does Clare Stack Richer now own?

After the RSU award, she beneficially owns 18,580 common shares directly.

Was the transaction a purchase or an award?

It was an award; the RSUs were granted at a price of $0, indicating no cash outlay.

Does the filing indicate any share sales by the director?

No, the Form 4 reports only an acquisition; no shares were sold or disposed of.

Is this insider activity likely to affect PFG’s stock price?

Given the small size (177 shares), the filing is considered non-material and unlikely to influence the share price.