[Form 4] PRINCIPAL FINANCIAL GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Principal Financial Group insider transaction: The Form 4 filed for Kamal Bhatia, President and CEO, reports a grant of 521 restricted stock units on 09/26/2025 at a reported price of $0 (noted as a grant). After the award, Mr. Bhatia beneficially owns 64,223 shares of Principal Financial Group, Inc. The filing was signed by an attorney-in-fact on 09/30/2025. The document lists the reporting person’s address in Des Moines, IA, and the role as President and CEO. The filing contains no other transactions, derivative activity, or explanatory details beyond the restricted stock unit grant.

Positive

• CEO received a grant of 521 restricted stock units, indicating alignment of executive compensation with equity ownership.
• Beneficial ownership updated to 64,223 shares, providing transparency on insider holdings.
• Form 4 filed and signed, demonstrating compliance with Section 16 reporting requirements.

Negative

• None.

Insights

Executive Compensation Analyst

TL;DR: CEO received a small grant of 521 restricted stock units, increasing beneficial ownership to 64,223 shares.

The grant is recorded as a non-cash restricted stock unit award (price $0), which is typical for compensation vesting arrangements rather than an open-market purchase or sale. The transaction date is 09/26/2025 and the filing indicates direct beneficial ownership after the grant. No derivative transactions or dispositions are reported. From a compensation oversight perspective, details such as vesting schedule, performance conditions, or grant purpose are not disclosed in this Form 4 and would be found in proxy statements or company compensation disclosures.

Corporate Governance Specialist

TL;DR: Routine insider grant disclosed; filing provides ownership update but lacks vesting or performance specifics.

This Form 4 documents a routine equity grant to the CEO, showing an incremental increase in reported beneficial ownership to 64,223 shares. The statement is compliant with Section 16 reporting requirements and is signed by an attorney-in-fact. The filing does not contain information on grant terms, acceleration, or linkage to performance metrics, so governance implications cannot be fully assessed from this form alone.

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).

1. Name and Address of Reporting Person^*

Bhatia Kamal

(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)
	President and CEO - PAM

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		521	A	$0(1)	64,223	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 CEO Kamal Bhatia report on 09/26/2025?

The Form 4 reports a grant of 521 restricted stock units to Kamal Bhatia on 09/26/2025.

How many Principal Financial Group shares does Kamal Bhatia beneficially own after the reported transaction?

Following the reported grant, Kamal Bhatia beneficially owns 64,223 shares of Principal Financial Group, Inc.

Was the reported restricted stock unit grant purchased or granted at cost?

The transaction is reported with a price of $0, and the filing explains this as a grant of restricted stock units.

Does the Form 4 disclose vesting terms or performance conditions for the 521 RSUs?

No. The Form 4 only reports the grant and resulting ownership; it does not disclose vesting schedules or performance conditions.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Chris Agbe-Davies as Attorney-in-Fact on 09/30/2025.