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

Rhea-AI Filing Summary

Principal Financial Group, Inc. (PFG) – Form 4 filing dated 07/01/2025 reports that independent director Roger C. Hochschild increased his beneficial ownership on 06/27/2025.

• Common stock: Award of 361 restricted stock units (RSUs) recorded as an acquisition at a stated price of $0.00, lifting the director’s direct common-stock holdings to 37,955 shares.
• Derivative security: Acquisition of 250 Phantom Stock Units at a reference price of $79.19, bringing total deferred units to 27,175. The units convert 1-for-1 into common shares and are payable upon retirement under the Deferred Compensation Plan for Non-Employee Directors.

No shares were sold and no dispositions were reported. The filing signals a modest increase in long-term, equity-linked compensation for the director, reflecting continued alignment with shareholder interests but has immaterial impact on PFG’s share count or near-term financials.

Positive

• Director increased equity exposure through 361 RSUs and 250 phantom units, signaling ongoing alignment with shareholders.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR: Small insider award; no sales; neutral-to-slightly positive signal.

The grant of 361 RSUs and 250 phantom units increases Mr. Hochschild’s stake by ~0.8 % of his prior direct holdings—trivial versus PFG’s 242 m outstanding shares. Because the awards are routine director compensation, there is no cash outflow or dilution beyond regular share-based comp already budgeted. The absence of dispositions avoids any negative perception. Insider accumulation—however modest—tends to be viewed favorably by governance screens, but the scale is far too small to influence valuation or liquidity. Overall market impact: minimal.

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^*

Mills Scott

(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)
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		312	A	$0.00(1)	32,801	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)	06/27/2025		A		172		(3)	(3)	Common Stock	172	$79.19	18,897	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	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 Director Roger C. Hochschild acquire on 06/27/2025?

He received 361 restricted stock units, raising his direct share count to 37,955.

What derivative securities were reported in the Form 4 for PFG?

The filing shows an acquisition of 250 Phantom Stock Units that convert 1-for-1 into common stock upon retirement.

Did the insider sell any Principal Financial Group stock?

No. All reported transactions were acquisitions; there were no sales or dispositions.

What is the reference price for the phantom stock units granted to the director?

The units were booked at $79.19 per share equivalent.

How many derivative units does the director now hold after this transaction?

Roger C. Hochschild beneficially owns 27,175 phantom stock units following the grant.