Principal Financial (PFG) Director Receives 266 Restricted Stock Units

Rhea-AI Filing Summary

Principal Financial Group (PFG) director Diane C. Nordin received a grant of restricted stock units. The Form 4 reports a non-derivative acquisition on 09/26/2025 of 266 Common Stock units at a reported price of $0, described in the filing as a grant of restricted stock units. After this transaction Ms. Nordin beneficially owns 28,428 shares, held directly. The filing was signed by an attorney-in-fact on 09/30/2025. The disclosure indicates routine equity compensation to a director rather than a market sale or purchase.

Positive

• 266 restricted stock units granted to a director, indicating alignment of director compensation with shareholder interests
• Post-transaction direct ownership of 28,428 shares clearly disclosed

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director RSU grant was recorded, modest in size and consistent with compensation practices.

The Form 4 documents a grant of 266 restricted stock units to a director, reported as acquired at $0, which is standard for equity awards that vest over time. The holder's total direct beneficial ownership is 28,428 shares after the award. This filing does not show cash purchases or disposals, nor does it disclose vesting terms, tax withholding, or dilution impact. For governance review, the record confirms compensation alignment with shareholder interests but lacks detail on award schedule or plan authorization.

Securities Compliance Analyst

TL;DR: The disclosure appears compliant and routine under Section 16 reporting rules.

The report includes transaction date, transaction code (A for acquisition), securities type, amount acquired (266), and post-transaction beneficial ownership (28,428). The explanatory note explicitly states the transaction is a grant of restricted stock units. The form is signed by an attorney-in-fact, which is acceptable when properly authorized. No material adverse events, sales, or option exercises are reported.

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^*

Nordin Diane C

(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		266	A	$0(1)	28,428	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 change did Diane C. Nordin report on the Form 4 for PFG?

The Form 4 reports a grant of 266 restricted stock units acquired on 09/26/2025.

How many PFG shares does Diane C. Nordin beneficially own after the reported transaction?

The filing shows 28,428 shares beneficially owned following the transaction.

What was the reported price for the securities on the Form 4?

The transaction is reported with a price of $0, consistent with a grant of restricted stock units.

Was the Form 4 signed by the reporting person?

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

Does the Form 4 show any sales or cash purchases by the director?

No; the filing shows an acquisition (Code A) of RSUs and no dispositions or cash purchases.