Principal Financial (PFG) Director Receives RSUs and Deferred Phantom Units

Rhea-AI Filing Summary

Principal Financial Group director Alfredo Rivera received equity awards under the company's director compensation plans. The Form 4 reports acquisition of 145 restricted stock units that convert one-for-one into common shares and 30 phantom stock units tied to common stock with an assigned value of $82.62 per unit. After these transactions Mr. Rivera beneficially owns 13,938 shares of common stock and 3,197 shares relating to derivative/phantom units, held directly. The phantom units are held under the Principal Deferred Compensation Plan for Non-Employee Directors and are transferable into other plan investment alternatives, with settlement scheduled upon the reporting person’s retirement.

Positive

• Grant of 145 restricted stock units that convert one-for-one into common shares, increasing vested equity alignment with shareholders
• 30 phantom stock units under the Principal Deferred Compensation Plan provide deferred, transferable economic exposure valued at $82.62 per unit
• Transparent reporting of beneficial ownership: 13,938 common shares and 3,197 shares related to derivative/phantom holdings reported

Negative

• None.

Insights

Financial Analyst

TL;DR: A director received typical non-employee director equity compensation: restricted stock units and deferred phantom units.

The reported transactions reflect routine director compensation rather than open-market trading. The 145 restricted stock units increase immediate share-based compensation exposure with one-for-one conversion to common stock, while 30 phantom units under the deferred compensation plan provide deferred economic exposure valued at $82.62 each. Post-transaction beneficial ownership figures (13,938 direct shares; 3,197 derivative/phantom-related shares) give a clearer view of the director’s equity stake size. These items are material for ownership disclosure but do not indicate an operational or financial performance change.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard governance practice for non-employee director compensation and deferred settlement plans.

The Form 4 shows compliance with Section 16 reporting for equity awards granted to a director. The presence of phantom units within a deferred compensation plan that can be reallocated among plan investment options and settle at retirement is consistent with governance frameworks that align director incentives with long-term shareholder interests. The filing documents both direct and derivative holdings, supporting transparency in beneficial ownership.

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^*

RIVERA ALFREDO

(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		145	A	$0(1)	13,938	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
Common Stock	(2)	09/26/2025		A		30		(3)	(3)	Common Stock	30	$82.62	3,197	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	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 equity did Alfredo Rivera acquire in the Form 4 for PFG?

He acquired 145 restricted stock units (convertible one-for-one to common stock) and 30 phantom stock units valued at $82.62 per unit.

How many PFG shares does Alfredo Rivera beneficially own after the reported transactions?

The filing reports 13,938 common shares directly owned and 3,197 shares related to derivative/phantom holdings following the transactions.

Under which plan were the phantom units granted?

The phantom units were granted under the Principal Deferred Compensation Plan for Non-Employee Directors and may be transferred into other plan investment alternatives.

When do the phantom units settle for the reporting person?

The filing states that interests under the deferred compensation plan will be settled upon the reporting person’s retirement.

What was the transaction date reported for these equity awards?

The transactions are reported with a transaction date of 09/26/2025.