[Form 4] Principal Financial Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Principal Financial Group, Inc. (PFG) – Form 4 filing dated 07/01/2025

President – Retirement & Income Solutions (RIS) Christopher J. Littlefield reported an equity award granted on 06/27/2025. The filing shows the acquisition of 550 shares of common stock, recorded at $0 per share, consistent with a restricted stock unit (RSU) grant (see Footnote 1). Following this transaction, Littlefield directly owns 60,441 PFG shares. He also reports indirect ownership of 11 shares held in a revocable trust.

The footnotes clarify that the direct total includes 2,904 shares accumulated through the company’s Employee Stock Purchase Plan. No derivative securities or sales were disclosed and there were no other transactional codes besides “A” (acquisition).

The transaction represents a routine equity compensation grant to a senior executive and does not, by itself, signal a material change in ownership or company outlook.

Insights

Financial Analyst

TL;DR: Routine RSU grant; negligible impact on valuation.

This Form 4 reflects a standard executive compensation event—550 RSUs to the President of RIS. The incremental share count is immaterial relative to PFG’s ~61 million shares outstanding and Littlefield’s existing 60k-share stake. No sales or option exercises occurred, so there is no bearish signal. Because the shares were granted at no cost, cash flow and earnings are unaffected beyond normal stock-based compensation expense already captured in guidance. I view the filing as neutral for investors.

Corporate Governance Specialist

TL;DR: Filing confirms ongoing equity alignment; governance unchanged.

The RSU award continues PFG’s practice of tying senior-management rewards to long-term share performance. The modest size relative to the executive’s aggregate holdings suggests it is part of an annual grant schedule. No new 10b5-1 plan or unusual transaction code is referenced, and indirect holdings remain minimal. Consequently, the filing carries no governance red flags and should be considered routine.

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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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McCullum Kenneth A.

(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 Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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	06/27/2025		A		87	A	$0(1)	40,491(2)	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.

2. Includes 29 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

	Chris Agbe-Davies as Attorney-in-Fact	07/01/2025
	** 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

How many PFG shares did Christopher J. Littlefield acquire on 06/27/2025?

He acquired 550 shares of Principal Financial Group common stock through a restricted stock unit grant.

What is Christopher J. Littlefield’s total direct ownership in PFG after the transaction?

His direct ownership increased to 60,441 shares.

Were any shares of PFG sold in this Form 4 filing?

No. The filing only reports an acquisition; there were no disposals or sales.

Did the Form 4 include any derivative security transactions?

No derivative securities were reported; only common stock RSUs were disclosed.

What is the nature of the 11 indirectly owned PFG shares?

They are held in a revocable trust as noted in Footnote 3.