Small Principal Financial (PFG) director trades disclosed in latest Form 4

Rhea-AI Filing Summary

Principal Financial Group director Claudio Muruzabal reported several small open-market trades in the company’s common stock. He bought 5 shares on February 9, 2026 at $97.09 per share and 5 shares on January 2, 2025 at $77.49 per share, and sold 5 shares on April 21, 2025 at $70.05 per share. After the most recent purchase, he directly owned 11,203 shares of common stock. All transactions occurred in accounts managed by a financial advisor with full investment control, and the footnotes state they were executed without Muruzabal’s knowledge or direction. The footnotes also note that the activity did not create any short-swing profits requiring disgorgement under Section 16(b) of the Exchange Act.

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^*

Muruzabal Claudio

(Last) (First) (Middle)

711 HIGH STREET

(Street)

DES MOINES IOWA 50392

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	01/02/2025		P(1)		5	A	$77.49	11,203	D
Common Stock	04/21/2025		S(2)		5	D	$70.05	11,198	D
Common Stock	02/09/2026		P(1)		5	A	$97.09	11,203	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. The transactions reported herein were made in accounts managed by a financial advisor to the Reporting Person, which advisor had full investment control. Due to an oversight on the part of the advisor, the advisor made the transactions reported herein without the Reporting Person's knowledge or direction.

2. The transactions reported herein were made in accounts managed by a financial advisor to the Reporting Person, which advisor had full investment control. Due to an oversight on the part of the advisor, the advisor made the transactions reported herein without the Reporting Person's knowledge or direction. The transactions did not result in any short-swing profits, so no disgorgement is required pursuant to Section 16(b) of the Securities Exchange Act of 1934.

	Chris Agbe-Davies as Attorney-in-Fact	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PFG director Claudio Muruzabal report?

Claudio Muruzabal reported two small open-market purchases and one sale of Principal Financial Group common stock, each involving 5 shares. The trades span January 2025 through February 2026 and were executed in an advisor-managed account with delegated investment control.

How many Principal Financial Group (PFG) shares does Muruzabal hold after these trades?

Following the most recent reported transaction, Muruzabal directly holds 11,203 shares of Principal Financial Group common stock. This figure reflects his position after the February 9, 2026 purchase of 5 shares at $97.09 per share in an open-market transaction.

At what prices were the reported PFG insider trades executed?

Muruzabal’s open-market trades involved small 5-share lots at different prices. Purchases occurred at $97.09 on February 9, 2026 and $77.49 on January 2, 2025, while the sale was at $70.05 on April 21, 2025, all in Principal Financial Group common stock.

Who controlled the accounts used for Muruzabal’s PFG trades?

The transactions were made in accounts managed by a financial advisor with full investment control. Footnotes explain the advisor executed the trades without Muruzabal’s knowledge or direction due to an oversight, even though the trades still appear under his Form 4 reporting obligations.

Did the reported PFG insider trades trigger Section 16(b) short-swing profit issues?

The footnotes explicitly state the transactions did not generate any short-swing profits under Section 16(b) of the Exchange Act. As a result, no disgorgement of profits is required in connection with these Principal Financial Group common stock trades.

Are Muruzabal’s PFG trades described as routine or pre-planned?

The disclosure does not describe a pre-planned trading program. Instead, it notes the trades were executed by a financial advisor with full investment control and occurred without Muruzabal’s knowledge or direction, characterizing them as advisor-driven activity rather than deliberate personal trading.