[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Kay Kathleen B, Executive Vice President and Chief Information Officer of Principal Financial Group Inc. (PFG), reported a grant of restricted stock units. On 09/26/2025 she was issued 404 shares (restricted stock units) with no cash price paid, increasing her reported beneficial ownership to 34,781 shares of common stock. The filing is a Form 4 statement of changes in beneficial ownership and was signed by an attorney-in-fact on 09/30/2025. The document notes the transaction type as a grant of restricted stock units.

Positive

• Grant recorded: Reporting person received 404 restricted stock units (transaction code A) on 09/26/2025.
• Increased disclosed ownership: Beneficial ownership reported at 34,781 shares following the grant.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: An officer received 404 restricted stock units, a routine equity compensation event recorded on Form 4.

The Form 4 reports a nondiscretionary compensation grant: 404 restricted stock units granted at a $0 price on 09/26/2025, bringing direct beneficial ownership to 34,781 shares. This is a standard executive equity award used to align management incentives with shareholders. There are no indications of disposals, option exercises, or cash purchases in this filing. The signature by an attorney-in-fact on 09/30/2025 completes the required disclosure process.

Securities Analyst

TL;DR: Routine insider grant; immaterial to immediate market valuation but relevant for insider ownership metrics.

The transaction type is listed as a grant of restricted stock units and shows acquisition code A for 404 shares at a stated price of $0. Post-transaction reported direct ownership is 34,781 shares. As a single, modest-sized RSU grant, it does not represent a material change in outstanding shares or in the reporting person's ownership stake based on the data disclosed here.

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^*

Kay Kathleen B

(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)
	EVP-Chief Information Officer

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		404	A	$0(1)	34,781	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 did Kay Kathleen B report on the Form 4 for PFG?

The Form 4 reports a grant of 404 restricted stock units acquired on 09/26/2025, resulting in 34,781 shares beneficially owned.

What was the price of the securities reported in the PFG Form 4?

The securities were reported with a price of $0, consistent with a restricted stock unit grant.

What position does the reporting person hold at Principal Financial Group (PFG)?

The reporting person is listed as EVP–Chief Information Officer and is also identified as a director/officer on the filing.

When was the Form 4 signed and who signed it?

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

Does the Form 4 show any disposals or option exercises by the reporting person?

No. The Form 4 shows an acquisition (grant) of restricted stock units; there are no disposals or derivative exercises reported.