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

Rhea-AI Filing Summary

Principal Financial Group, Inc. (PFG) – Form 4 filing: EVP & Chief Growth Officer Vivek Agrawal reported the grant of 192 restricted stock units (RSUs) on 06/27/2025. The RSUs were recorded at a transaction price of $0, indicating they were part of the company’s equity-based compensation program rather than an open-market purchase. Following this award, Agrawal’s direct beneficial ownership rose to 32,865 common shares. No derivative transactions were disclosed. The filing is a routine Section 16 disclosure with no indication of open-market buying or selling and therefore carries limited market impact.

Positive

• Insider ownership increases: Agrawal’s holdings rose to 32,865 shares, marginally enhancing alignment with shareholders.

Negative

• Minimal signaling value: A 192-share RSU grant is too small and non-open-market to meaningfully indicate insider sentiment.

Insights

Securities Analyst

TL;DR: Small RSU grant; routine compensation; negligible market impact.

The 192-share RSU award marginally increases executive ownership but represents an immaterial fraction of PFG’s outstanding shares. Because it is a zero-cost, non-open-market grant, it provides little incremental insight into management’s view of valuation. The filing satisfies compliance requirements and does not alter the company’s capital structure or guidance.

Corporate Governance Expert

TL;DR: Standard incentive grant aligns EVP interests with shareholders.

Issuing RSUs continues PFG’s practice of stock-based pay to align executive incentives with long-term performance. While the award size is modest, cumulative grants can strengthen alignment over time. No red flags appear in reporting timeliness or form accuracy.

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^*

Bhatia Kamal

(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)
	President and CEO - PAM

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		523	A	$0(1)	63,702	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

How many PFG shares did EVP Vivek Agrawal acquire?

He received 192 restricted stock units on 06/27/2025.

What is Agrawal’s total PFG ownership after the transaction?

His direct beneficial ownership is now 32,865 common shares.

Was the transaction an open-market purchase?

No. It was a zero-cost RSU grant under the company’s compensation plan.

Were any derivative securities exercised or disposed of?

No derivative transactions were reported in this Form 4.

Does this Form 4 filing materially impact PFG’s share count?

No. The 192-share grant is immaterial relative to PFG’s total shares outstanding.