[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Principal Financial Group insider filing: Vivek Agrawal, EVP & Chief Growth Officer, reported acquisition of 191 common stock shares on 09/26/2025 through a grant of restricted stock units at a $0 price. Following the transaction he beneficially owns 33,056 shares, held directly. The Form 4 was signed on 09/30/2025 by an attorney-in-fact, Chris Agbe-Davies. The filing discloses a routine equity award rather than a market purchase or sale.

Positive

• 191 shares acquired via restricted stock units as disclosed
• Post-transaction beneficial ownership explicitly reported as 33,056 shares (direct)
• Filing executed and signed by attorney-in-fact, indicating formal submission

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider received a routine restricted stock unit grant totaling 191 shares, increasing direct holdings to 33,056 shares.

The filing documents a compensation-related equity grant to an executive, executed as restricted stock units with a $0 reported price, and reported within four days by an attorney-in-fact. This is a standard Section 16 disclosure indicating an award rather than market activity. For governance reviews, timing, grant size relative to total holdings, and disclosure timeliness are the relevant checks; those facts are explicit in the filing.

Securities Analyst

TL;DR: 191 restricted stock units were recorded as acquired, leaving 33,056 shares beneficially owned directly.

The Form 4 shows a non-derivative acquisition coded as an award (restricted stock units) with no cash price recorded. This is a routine compensation disclosure and does not report cash inflows or market transactions. Impact on float or control is not shown in the filing; only the post-transaction beneficial ownership is provided.

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

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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^*

Agrawal Vivek

(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)
	EVP & Chief Growth Officer

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		191	A	$0(1)	33,056	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 Vivek Agrawal report on the Form 4 for PFG?

The Form 4 reports acquisition of 191 common shares via a grant of restricted stock units on 09/26/2025, increasing beneficial ownership to 33,056 shares held directly.

Was the 09/26/2025 transaction a market purchase or an award?

The filing states the transaction was an award: a grant of restricted stock units with a reported price of $0.

How and when was the Form 4 signed for this filing?

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

What ownership form and nature are reported for the transaction?

Ownership is reported as Direct (D). The filing notes the nature of the transaction as a restricted stock unit grant.