[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Principal Financial Group Inc. (PFG) director Clare Richer received a grant of 175 restricted stock units on 09/26/2025, reported on Form 4. The filing shows these units were acquired at a reported price of $0, consistent with a typical equity award rather than an open-market purchase. After the grant, the reporting person beneficially owned 18,755 shares of common stock in total. The Form 4 was signed by an attorney-in-fact on 09/30/2025 and includes an explanatory note that the transaction represents restricted stock units.

Positive

• Alignment with shareholders: Grant of 175 restricted stock units increases director's equity stake, aligning interests with long-term shareholders
• Clear disclosure: Form 4 provides transaction date, amount acquired, and post-transaction beneficial ownership total of 18,755 shares

Negative

• None.

Insights

Securities Analyst

TL;DR Director Clare Richer received 175 restricted stock units, increasing her beneficial ownership to 18,755 shares; impact appears routine and non-material.

The grant is reported as an acquisition of restricted stock units with a $0 price, indicating an award rather than a cash purchase. For most investors this is a standard director compensation event that modestly increases insider alignment with shareholders. The filing does not disclose vesting terms, performance conditions, or dollar value, limiting assessment of timing and compensation expense.

Corporate Governance Expert

TL;DR A routine director equity grant was made; disclosure is complete for transaction specifics but omits vesting details needed for governance assessment.

The Form 4 clearly lists the transaction date, security type, quantity, and post-transaction beneficial ownership. However, absence of vesting schedule or performance criteria in the filing prevents evaluating potential dilution timing or retention incentives. This is a typical governance disclosure for director compensation and does not, by itself, indicate material change to capital structure.

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

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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^*

Richer Clare Stack

(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		175	A	$0(1)	18,755	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 insider transaction did PFG director Clare Richer report on Form 4?

She acquired 175 restricted stock units on 09/26/2025, reported as a $0-priced award, bringing total beneficial ownership to 18,755 shares.

Did the Form 4 disclose the vesting terms for the 175 restricted stock units?

No. The filing states the grant represents restricted stock units but does not include vesting schedule or performance conditions.

Was the acquisition a market purchase or an equity award for PFG (ticker PFG)?

Equity award. The transaction is reported with a price of $0, indicating a grant of restricted stock units rather than an open-market purchase.

How was the Form 4 executed and filed for this transaction?

Signed by an attorney-in-fact, Chris Agbe-Davies, with a signature date of 09/30/2025 as shown on the filing.