[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Pickerell Blair, a director of Principal Financial Group Inc. (PFG), reported a non‑derivative acquisition on 09/26/2025 consisting of 343 units of Common Stock recorded as acquired at a price of $0, which the filer explains represents a grant of restricted stock units. After this transaction the reporting person beneficially owns 36,705 shares. The Form 4 was signed by an attorney‑in‑fact, Chris Agbe‑Davies, on 09/30/2025. The filing shows the reporting person is a director and indicates the form was filed by one reporting person. No option, derivative, sale, or cash consideration details beyond the RSU grant are included.

Positive

• Transparent disclosure of director equity grant including transaction date, amount acquired (343), and post‑transaction holdings (36,705).
• Clear identification of the grant as restricted stock units (RSUs), explaining the $0 price reported.

Negative

• No dollar valuation or vesting schedule for the RSUs is provided, limiting economic context for the grant.
• No information on potential dilution impact or whether the award was part of a regular compensation program or a one‑time grant.

Insights

Corporate Governance Expert

TL;DR: Director received 343 restricted stock units, increasing beneficial ownership to 36,705 shares; routine equity compensation disclosure.

The Form 4 documents a standard equity compensation event for a director: a grant of 343 restricted stock units recorded as acquired on 09/26/2025 at $0, consistent with time‑ or service‑based RSU awards rather than a market purchase. The increase to 36,705 shares is a straightforward disclosure of beneficial ownership and does not show any sales, option exercises, or derivative activity that would imply liquidity or hedging changes. Filing by one reporting person and signature by an attorney‑in‑fact are administrative details; there is no indication of accelerated vesting, consideration paid, or any transfer that would materially alter control or ownership percentages based on the information provided.

Securities Compliance Analyst

TL;DR: Filing appears complete for the reported grant; shows required SEC Section 16 disclosure of an RSU award.

The Form 4 contains the essential fields: reporting person identity and address, issuer and ticker (Principal Financial Group Inc., PFG), relationship (director), transaction date (09/26/2025), transaction code "A" (acquisition), security title (Common Stock), amount acquired (343), and post‑transaction holdings (36,705). The $0 price and accompanying explanation note that the grant represents restricted stock units, which explains the lack of cash consideration. Signature by an attorney‑in‑fact on 09/30/2025 satisfies the signature requirement. From a compliance perspective, no omissions of the key required items are evident in the provided text.

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^*

Pickerell Blair

(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)
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		343	A	$0(1)	36,705	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	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 did PFG director Pickerell Blair acquire on 09/26/2025?

The Form 4 reports an acquisition of 343 Common Stock units recorded at $0, explained as a grant of restricted stock units.

How many PFG shares does Pickerell Blair beneficially own after the reported transaction?

The filing shows 36,705 shares beneficially owned following the reported transaction.

Who signed the Form 4 for Pickerell Blair and when?

The Form 4 was signed by attorney‑in‑fact Chris Agbe‑Davies on 09/30/2025.

Does the Form 4 show any sales or derivative transactions for Pickerell Blair?

No; the Form 4 lists only a non‑derivative acquisition (code A) of 343 shares and does not report any sales, exercises, or derivative activity.

Is the reported $0 price unusual for this type of transaction?

The filing explains the $0 price by noting the award is a grant of restricted stock units, which commonly report as $0 on Form 4 because they are compensation grants rather than purchased shares.