Principal Financial Group Insider Filing Shows Modest Share Award

Rhea-AI Filing Summary

On 06/27/2025, Principal Financial Group (PFG) President & CEO Deanna D. Strable-Soethout filed a Form 4 reporting the award of 641 restricted stock units (RSUs)—549 shares credited to her direct account and 92 shares to her spouse’s account—at a stated price of $0. After the grant, her total beneficial ownership stands at 214,799 common shares (152,405 direct, 62,394 indirect). No sales or derivative transactions were disclosed.

The transaction is a routine equity compensation grant; it modestly increases insider alignment but is unlikely to have a material impact on PFG’s share count, liquidity, or near-term valuation.

Positive

• CEO’s shareholding increases by 641 RSUs, marginally enhancing management-shareholder alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small RSU grant; no buy/sell; neutral impact on valuation.

The CEO’s receipt of 641 RSUs is compensation-driven, not an open-market purchase, so it does not signal fresh cash commitment. The aggregate ownership rise (<1% of existing stake) leaves float and earnings per share untouched. With no sales, the filing is directionally positive for alignment but far from market-moving. Rating: neutral.

Corporate Governance Expert

TL;DR: Routine incentive award strengthens alignment; immaterial size.

Equity grants to senior executives are standard under long-term incentive plans. This filing confirms Strable-Soethout’s continuing participation and boosts her total holdings, supporting shareholder-management alignment. However, the grant’s small size means governance or control dynamics remain unchanged. No red flags detected.

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^*

STRABLE-SOETHOUT DEANNA D

(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

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		549	A	$0(1)	152,405	D
Common Stock	06/27/2025		A		92	A	$0(1)	62,394	I	By Spouse

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

What did PFG report in the latest Form 4?

641 restricted stock units were granted to CEO Deanna Strable-Soethout on 06/27/2025.

How many PFG shares does the CEO now own?

She beneficially owns 214,799 common shares (152,405 direct; 62,394 indirect).

Was the transaction an open-market purchase?

No. The shares were granted as restricted stock units at $0, not bought on the market.

Were any PFG shares sold in this filing?

No shares were sold; the filing shows only acquisitions via RSU grant.

Does this filing materially impact PFG’s stock?

Given the small number of shares, the effect on share count and valuation is immaterial.