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

Rhea-AI Filing Summary

Principal Financial Group, Inc. (PFG) filed a Form 4 disclosing that Executive Chairman and Director Daniel J. Houston acquired additional equity on 06/27/2025.

• 859 restricted stock units (RSUs) were granted at a stated price of $0, increasing Houston’s direct share count to 271,613 common shares.
• He also reported 18 phantom stock units valued at $79.19 each, bringing total phantom holdings to 1,909 units; these convert 1-for-1 into common stock upon settlement.
• Indirect ownership remains unchanged at 45,823 shares (Joan M. Houston 2021 Trust), 125,000 shares (Daniel J. Houston 2019 DGT Exempt Trust) and 4,117 shares via the 401(k) plan.

The transactions reflect routine equity compensation and deferred-compensation elections rather than open-market purchases or sales. No shares were disposed of, and there is no indication of material impact on PFG’s float or governance structure.

Insights

Securities Analyst

TL;DR: Routine RSU and phantom unit grants; negligible size, neutral valuation impact.

The 859 RSUs and 18 phantom units represent less than 0.1% of Houston’s existing direct holdings and an immaterial fraction of PFG’s 244 million outstanding shares. Because the grant carries no cash outlay and is part of standard executive compensation, it does not signal insider conviction or change liquidity. The filing therefore carries no material earnings, cash-flow or dilution implications for investors.

Corporate Governance Expert

TL;DR: Form 4 confirms compliance with Section 16; no governance red flags.

The timely disclosure demonstrates adherence to insider-reporting rules. Equity remains largely aligned through trusts and direct ownership, supporting incentive alignment without raising concentration concerns. Absence of sales avoids negative optics. Overall impact on governance perception is neutral.

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^*

Pitz Joel

(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)
	CFO

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		190	A	$0(1)	32,471(2)	D
Common Stock	06/27/2025		A		3	A	$0(1)	2,580(3)	I	By Spouse
Common Stock								1,292	I	By 401(k)
Common Stock								100	I	By Spouse 401(k)

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 9847 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.

3. Includes 2251 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 shares did Daniel J. Houston acquire according to the PFG Form 4?

He received 859 restricted stock units and 18 phantom stock units on 06/27/2025.

What is Daniel J. Houston’s total direct share ownership in PFG after the transaction?

His direct holdings rose to 271,613 common shares.

Were any PFG shares sold in this Form 4 filing?

No, the filing reports only acquisitions; there were no dispositions.

Do the phantom stock units convert into PFG common stock?

Yes, the units convert one-for-one into common stock upon settlement under the deferred compensation plan.

Is the transaction part of a 10b5-1 trading plan?

The form does not check the 10b5-1 box, indicating it is not reported as such.