Principal Financial (PFG) director reports 811 restricted stock units grant

Rhea-AI Filing Summary

Principal Financial Group (PFG) director Jocelyn Carter Miller received a grant of restricted stock units (RSUs) recorded on 09/26/2025. The Form 4 reports an acquisition of 811 Common Stock units at a $0 price described as restricted stock units, bringing the reporting person’s beneficial ownership to 86,912 shares after the transaction. The filing identifies the reporting person as a director and was signed by an attorney-in-fact on 09/30/2025. The Form 4 shows this as a standard equity award disclosure rather than a market sale or open-market purchase.

Positive

• Director received equity compensation in the form of 811 restricted stock units, aligning interests with shareholders
• Post‑transaction beneficial ownership is disclosed (86,912 shares), improving transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a modest RSU grant of 811 shares, increasing holdings to 86,912 shares—routine compensation, limited market impact.

The transaction is a non‑derivative grant of 811 restricted stock units reported at a $0 acquisition price, consistent with equity compensation for directors. The post‑transaction beneficial ownership level (86,912 shares) provides context for the director’s stake but, without company share count or dollar values in the filing, the grant’s percentage dilution or value cannot be computed from this document alone. For investors, this is a routine insider compensation disclosure with no explicit cash transaction or sale activity recorded.

Corporate Governance Expert

TL;DR: Routine director RSU award disclosed; governance signal minimal—standard compensation practice, not a red flag.

The Form 4 indicates the reporting person is a director and received restricted stock units (explained in the filing). Such grants are typical for board compensation and are disclosed per Section 16 reporting requirements. The filing includes an attorney‑in‑fact signature and does not show disposals or derivative transactions. Absent additional context (grant plan terms, vesting schedule, or company‑wide awards), this document alone does not indicate governance concerns or insider selling.

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^*

Carter Miller Jocelyn

(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		811	A	$0(1)	86,912	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 PFG director Jocelyn Carter Miller report on 09/26/2025?

The Form 4 reports an acquisition of 811 restricted stock units (Common Stock) on 09/26/2025.

How many PFG shares does the reporting person beneficially own after the transaction?

The filing shows 86,912 shares beneficially owned following the reported transaction.

Was the 09/26/2025 transaction a purchase or a grant and what price was reported?

It was reported as a grant of restricted stock units with a reported acquisition price of $0.

What is the reporting person’s relationship to Principal Financial Group (PFG)?

The filer is identified as a Director of Principal Financial Group.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Chris Agbe‑Davies as Attorney‑in‑Fact on 09/30/2025.