[SCHEDULE 13D/A] PRINCIPAL REAL ESTATE INCOME FUND SEC Filing

Rhea-AI Filing Summary

Bulldog Investors, LLP and principals Phillip Goldstein and Andrew Dakos amended their Schedule 13D to update ownership in Principal Real Estate Income Fund (PGZ). Bulldog is deemed the beneficial owner of 333,144 shares, representing 4.98% of the 6,694,109 shares reported outstanding, with Mr. Goldstein reported as beneficial owner of 333,261 shares and Mr. Dakos of 333,144 shares.

The filing shows shared voting and dispositive power for these shares and discloses no contracts or arrangements with the issuer. The statement also lists recent sales totaling 37,752 shares over several days at prices roughly between $10.45 and $10.53, and confirms clients are entitled to any dividends or proceeds.

Positive

• Updated disclosure of beneficial ownership provides transparency on holdings in PGZ
• Item 6 reports no contracts or arrangements with the issuer, indicating no undisclosed agreements

Negative

• Recent sales totaling 37,752 shares were reported, including a 29,159-share sale on 8/7/2025
• Beneficial ownership remains below 5% (4.98%), so reporting persons do not hold a controlling stake

Insights

Financial Analyst

TL;DR: Routine 13D/A update; reports a sub-5% stake, shared voting power, and modest recent disposals totaling 37,752 shares.

The amendment updates beneficial ownership metrics: Bulldog Investors is deemed to hold 333,144 shares (4.98%) of PGZ based on 6,694,109 shares outstanding. Ownership is reported as shared voting and dispositive power with no sole control. The disclosure of recent sales (totaling 37,752 shares at roughly $10.45–$10.53) is factual and quantifies recent activity but represents a small fraction of outstanding shares. Overall, the filing provides transparency without indicating a controlling position or new strategic arrangement.

Corporate Governance Expert

TL;DR: Governance disclosure is complete and routine; no agreements with the issuer and partners reported shared authority over the stake.

The filing states no contracts, arrangements or understandings with respect to PGZ securities, and identifies Messrs. Goldstein and Dakos as partners of Bulldog Investors, LLP. Reported shared voting and dispositive power over the disclosed shares clarifies decision-making authority. The ownership level reported is below the 5% mark that typically triggers heightened market and regulatory scrutiny, and the document records recent sales rather than acquisitions, suggesting no new control intent disclosed in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Principal Real Estate Income Fund

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74255X104

(CUSIP Number)

Bill Demo
250 Pehle Ave., Suite 708
Saddle Brook, NJ, 07663
(201) 881-7108

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 74255X104

1

Name of reporting person

Bulldog Investors, LLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 333,144.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 333,144.00

11

Aggregate amount beneficially owned by each reporting person

333,144.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.98 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 74255X104

1

Name of reporting person

Phillip Goldstein

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 333,261.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 333,261.00

11

Aggregate amount beneficially owned by each reporting person

333,261.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.98 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 74255X104

1

Name of reporting person

Andrew Dakos

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 333,144.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 333,144.00

11

Aggregate amount beneficially owned by each reporting person

333,144.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.98 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Principal Real Estate Income Fund
(c)	Address of Issuer's Principal Executive Offices: 1290 Broadway, Suite 1100, Denver, COLORADO , 80203.
Item 1 Comment: This Constitutes Amendment #4 to the schedule 13D filed October 16 2023. Except as specifically set forth herein, the schedule 13D rmains unmodified.
Item 5.	Interest in Securities of the Issuer
(a)	As per the N-CSRS filed on 7/3/25 there were 6,694,109 shares of common stock outstanding as of 4/30/25. The percentages set forth herein were derived using such number. Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLP, a registered investment advisor. As of August 8, 2025, Bulldog Investors, LLP is deemed to be the beneficial owner of 333,144 shares of PGZ (representing 4.98% of PGZ's outstanding shares) soley by virtue of Bulldog Investors, LLP's power to direct the vote of, and dispose of, these shares. As of August 8, 2025, Mr. Goldstein is deemed to be the beneficial owner of 333,261 shares of PGZ (representing 4.98% of PGZ's outstanding shares) and Mr. Dakos is deemed to be the beneficial owner of 333,144 shares of PGZ (representing 4.98% of PGZ's outstanding shares) by virtue of their power to direct the vote of, and dispose of, these shares.
(b)	Bulldog Investors, LLP has sole power to dispose of and vote 0 shares. Bulldog Investors, LLP has shared power to dispose and vote 333,144 shares. Certain of Bulldog Investors, LLP's clients (none of whom beneficially own more than 5% of PGZ's shares) share this power with Bulldog Investors. Messrs. Goldstein and Dakos are partners of Bulldog Investors, LLP.
(c)	During the last 60 days the following shares of PGZ were sold: Date Shares Price 8/8/2025 (3,000) $10.4431 8/7/2025 (29,159) $10.5275 8/6/2025 (3,578) $10.4851 8/4/2025 (2,015) $10.4500
(d)	Clients of Bulldog Investors, LLP and the owners of accounts reflected herein are entitled to receive any dividends or sales proceeds.
(e)	8/8/2025
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bulldog Investors, LLP

Signature:	Andrew Dakos
Name/Title:	Andrew Dakos, Partner
Date:	08/11/2025

Phillip Goldstein

Signature:	Phillip Goldstein
Name/Title:	Phillip Goldstein
Date:	08/11/2025

Andrew Dakos

Signature:	Andrew Dakos
Name/Title:	Andrew Dakos
Date:	08/11/2025

FAQ

What stake does Bulldog Investors report in PGZ?

The filing reports Bulldog Investors, LLP as beneficial owner of 333,144 shares, representing 4.98% of PGZ based on 6,694,109 shares outstanding.

Who are the reporting persons on the Schedule 13D/A for PGZ?

The reporting persons are Bulldog Investors, LLP and principals Phillip Goldstein and Andrew Dakos.

Did the filers trade PGZ shares recently?

Yes; the filing discloses sales totaling 37,752 shares during the reported period, including 29,159 shares sold on 8/7/2025, at prices around $10.45–$10.53.

Do the reporting persons have sole voting or dispositive power over the shares?

No. The filing shows 0 shares with sole voting/dispositive power and 333,144 shares with shared voting and dispositive power.

Are there any contracts or arrangements with Principal Real Estate Income Fund disclosed?

Item 6 of the amendment states None, indicating no contracts, arrangements or understandings with respect to PGZ securities.