Principal Financial (PFG) Director Granted RSUs and Phantom Stock Units on 09/26/2025

Rhea-AI Filing Summary

Roger C. Hochschild, a Director of Principal Financial Group, reported purchases on 09/26/2025. He received 358 restricted stock units that convert to common stock one-for-one and were recorded at $0.00 price, leaving him with 38,313 shares beneficially owned after the transaction. On the same date he acquired 257 phantom stock units under the Principal Deferred Compensation Plan for Non-Employee Directors; those units convert one-for-one to common stock, are transferable among plan investment alternatives, and will be settled upon his retirement. The filing was signed by an attorney-in-fact on 09/30/2025.

Positive

• Director equity alignment: Grant of 358 restricted stock units increases director ownership to 38,313 shares, aligning interests with shareholders.
• Deferred compensation clarity: 257 phantom stock units were granted under the Principal Deferred Compensation Plan with explicit one-for-one conversion and settlement-on-retirement terms.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received equity-based compensation (RSUs and phantom units), modestly increasing his reported holdings.

The Form 4 shows a routine grant of 358 restricted stock units and 257 phantom stock units to a non-employee director on 09/26/2025. The RSUs were recorded with a $0.00 transaction price (typical for director grants), and the phantom units are governed by the company's deferred compensation plan and convert one-for-one to common shares. These are compensation-related transactions, not open-market purchases or dispositions, and they increase the director's vested reportable holdings.

Corporate Governance Expert

TL;DR: This is a standard director compensation disclosure under Section 16 with plan-based settlement terms disclosed.

The filing discloses grants made under the Principal Deferred Compensation Plan for Non-Employee Directors and restricted stock unit awards, including transferability and settlement-on-retirement provisions for phantom units. The disclosure is specific about conversion (one-for-one) and plan mechanics, meeting common transparency expectations for director compensation reporting.

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
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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^*

HOCHSCHILD ROGER 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		358	A	$0.00(1)	38,313	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
Phantom Stock Units	(2)	09/26/2025		A		257		(3)	(3)	Common Stock	257	$82.62	27,432	D

Explanation of Responses:

1. Grant of restricted stock units.

2. The units convert to common stock on a one-for-one basis.

3. The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and may be transferred at any time into another investment alternative under the Plan. Interests under the Plan will be settled upon the reporting person's retirement.

	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 Roger C. Hochschild report on Form 4 for PFG?

He reported receiving 358 restricted stock units and 257 phantom stock units on 09/26/2025, increasing his beneficial ownership to 38,313 shares for the reported class.

At what price were the restricted stock units reported?

The restricted stock units were reported with a transaction price of $0.00.

What are the terms of the phantom stock units?

The phantom stock units convert to common stock on a one-for-one basis, are transferable among plan investment options, and will be settled upon the reporting person's retirement.

Under which plan were the phantom units issued?

They were issued pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors.

Who signed the Form 4 and when?

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