Director Clare Stack Richer receives 2,175-share grant at Principal Financial (NYSE: PFG)

Rhea-AI Filing Summary

Richer Clare Stack reported acquisition or exercise transactions in this Form 4 filing.

Principal Financial Group director Clare Stack Richer received an equity award rather than buying shares on the market. On the reported date, she was granted restricted stock units covering 2,175 shares of Common Stock at no cash cost. Following this grant, she directly holds 21,270 Common Shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Richer Clare Stack

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,175	$0.00	--

Holdings After Transaction: Common Stock — 21,270 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 2,175 shares Holdings after grant: 21,270 shares Grant price per share: $0.0000 per share

3 metrics

RSU grant size 2,175 shares Restricted stock units granted on 2026-05-19

Holdings after grant 21,270 shares Common stock directly held after transaction

Grant price per share $0.0000 per share Recorded transaction price for RSU grant

Key Terms

restricted stock units, Form 4, Grant, award, or other acquisition

3 terms

restricted stock units financial

"Grant of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Richer Clare Stack

(Last) (First) (Middle)

711 HIGH STREET

(Street)

DES MOINES IOWA 50392

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/19/2026		A		2,175	A	$0(1)	21,270	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	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Principal Financial Group (PFG) director Clare Stack Richer report on this Form 4?

Clare Stack Richer reported receiving an equity grant of 2,175 restricted stock units linked to Principal Financial Group common stock. This is a compensation-related award, not an open-market stock purchase or sale, and increases her direct holdings to 21,270 shares after the transaction.

How many Principal Financial Group (PFG) shares were granted in this insider transaction?

The filing shows an award covering 2,175 shares of Principal Financial Group common stock. These were granted as restricted stock units, meaning the director did not pay cash for them and they typically vest over time under the company’s compensation program terms.

Is the Clare Stack Richer Form 4 for Principal Financial Group (PFG) a stock purchase or sale?

The Form 4 reflects an acquisition via grant, not a purchase or sale. Code “A” identifies a grant or award transaction, and the footnote clarifies it is a grant of restricted stock units rather than an open-market trade, so no market buy or sell occurred.

What are Clare Stack Richer’s Principal Financial Group (PFG) holdings after this grant?

After the reported grant, Clare Stack Richer directly holds 21,270 shares of Principal Financial Group common stock. This figure reflects her position immediately after the 2,175-share restricted stock unit award and provides context for the relative size of this compensation grant.

Did Clare Stack Richer pay a price per share for the PFG shares in this Form 4?

The transaction shows a price per share of $0.0000, indicating no cash was paid. The award represents restricted stock units granted as part of compensation rather than a market purchase, which is why the transaction price per share is recorded as zero in the filing.