Principal Financial (PFG) Form 4 — CFO RSU Grants and ESPP Holdings

Rhea-AI Filing Summary

Joel Pitz, Chief Financial Officer of Principal Financial Group, Inc. (PFG), reported insider transactions dated 09/26/2025. The Form 4 shows two non-derivative acquisitions of Common Stock: 189 shares acquired as restricted stock units and 3 shares acquired (both at $0 per share). After these transactions Mr. Pitz beneficially owns 32,748 shares directly and 2,667 shares indirectly through his spouse; additional indirect holdings include 1,304 shares held via a 401(k) and 101 shares held via a spouse 401(k). The filing notes the 189 and 3 share grants are restricted stock units and that portions of the reported holdings include ESPP purchases (9,935 and 2,335 shares referenced). The Form 4 is signed by an attorney-in-fact on 09/30/2025.

Positive

• Insider equity alignment: CFO received restricted stock units (189 and 3 shares), increasing direct ownership to 32,748 shares
• Employee plan participation: Filing discloses material ESPP-related holdings, including 9,935 and 2,335 shares referenced in the explanations
• Complete disclosure: Direct and indirect ownership (spouse and 401(k)) are itemized, and the Form 4 is signed and dated by attorney-in-fact

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine officer equity grants and ESPP holdings modestly increase insider ownership; not material to PFG valuation.

The reported 09/26/2025 entries reflect restricted stock unit grants (189 and 3 shares) and confirm existing holdings across direct and indirect accounts totaling 36,820 shares when summed from the report lines. The disclosure ties portions of holdings to the Employee Stock Purchase Plan (9,935 and 2,335 shares respectively), which indicates ongoing participation in employee equity programs rather than open-market trades. For investors, this is a standard compensation-related filing that increases insider alignment with shareholders but does not by itself indicate a material change to company capital structure or near-term liquidity.

Corporate Governance Expert

TL;DR: Officer received equity compensation via RSUs and holds additional shares indirectly; disclosure meets Section 16 reporting norms.

The Form 4 details compensation-driven share acquisitions for the CFO, showing direct and indirect ownership across personal and retirement accounts. The $0 price entries and the explanatory note that these are restricted stock units are consistent with customary long-term incentive awards. Indirect holdings through a spouse and 401(k) are properly disclosed, and the signature by attorney-in-fact completes timely reporting obligations. This filing represents routine governance transparency without adverse indicators.

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^*

Pitz Joel

(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)
	CFO

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		189	A	$0(1)	32,748(2)	D
Common Stock	09/26/2025		A		3	A	$0(1)	2,667(3)	I	By Spouse
Common Stock								1,304	I	By 401(k)
Common Stock								101	I	By Spouse 401(k)

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.

2. Includes 9935 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

3. Includes 2335 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

	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 transactions did PFG CFO Joel Pitz report on Form 4?

The Form 4 reports acquisitions on 09/26/2025 of 189 and 3 Common Stock shares (restricted stock units) at $0 per share.

How many shares does Joel Pitz beneficially own after the reported transactions?

Following the reported transactions the filing shows 32,748 shares held directly and 2,667 shares held indirectly by his spouse, plus 1,304 (401(k)) and 101 (spouse 401(k)) indirect holdings.

Are the reported shares part of an employee plan for PFG (ticker PFG)?

Yes. The explanations state portions of the reported holdings include shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan (noted as 9,935 and 2,335 shares).

What type of award is indicated by the $0 price in the Form 4?

The filing explains the $0 entries represent grants of restricted stock units (RSUs) rather than open-market purchases.

When was the Form 4 signed and filed?

The Form 4 shows a signature by attorney-in-fact Chris Agbe-Davies dated 09/30/2025 and reports transactions dated 09/26/2025.