<SEC-DOCUMENT>0001062993-23-021296.txt : 20231121
<SEC-HEADER>0001062993-23-021296.hdr.sgml : 20231121
<ACCEPTANCE-DATETIME>20231121171929
ACCESSION NUMBER:		0001062993-23-021296
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20231113
FILED AS OF DATE:		20231121
DATE AS OF CHANGE:		20231121

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Agrawal Vivek
		CENTRAL INDEX KEY:			0002000397

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16725
		FILM NUMBER:		231429192

	MAIL ADDRESS:	
		STREET 1:		711 HIGH STREET
		CITY:			DES MOINES
		STATE:			IA
		ZIP:			50392

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRINCIPAL FINANCIAL GROUP INC
		CENTRAL INDEX KEY:			0001126328
		STANDARD INDUSTRIAL CLASSIFICATION:	ACCIDENT & HEALTH INSURANCE [6321]
		IRS NUMBER:				421520346
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		711 HIGH STREET
		CITY:			DES MOINES
		STATE:			IA
		ZIP:			50392
		BUSINESS PHONE:		5152475111

	MAIL ADDRESS:	
		STREET 1:		711 HIGH STREET
		CITY:			DES MOINES
		STATE:			IA
		ZIP:			50392
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>form3.xml
<DESCRIPTION>INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2023-11-13</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001126328</issuerCik>
        <issuerName>PRINCIPAL FINANCIAL GROUP INC</issuerName>
        <issuerTradingSymbol>PFG</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0002000397</rptOwnerCik>
            <rptOwnerName>Agrawal Vivek</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>711 HIGH STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>DES MOINES</rptOwnerCity>
            <rptOwnerState>IA</rptOwnerState>
            <rptOwnerZipCode>50392</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>EVP &amp; Chief Growth Officer</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>18233</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>28005</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Reflects a grant of Cash-Settled RSUs that will be cash settled and vest in three equal annual installments beginning 12/31/2023.</footnote>
        <footnote id="F2">Each Cash-Settled RSU is the economic equivalent of one share of the Issuer's common stock as of the time of vesting and settlement as determined by the terms of the applicable Restricted Stock Unit Award Agreement.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>Chris Agbe-Davies as Attorney-in-Fact</signatureName>
        <signatureDate>2023-11-21</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>exhibit24-1.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
Power of Attorney

Know all by these presents, that the undersigned hereby constitutes
and appoints Deanna D. Strable-Soethout, Natalie Lamarque, and
Chris Agbe-Davies, and each of them, individually, the
undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a beneficial owner of securities of
Principal Financial Group, Inc. (the "Company"), Schedules 13D
(including amendments thereto) and Forms 3, 4 and 5 and Form 144, in
accordance with Section 13(d), Section 16(a) and Rule 144,
respectively, of the Securities Exchange Act of 1934 and the rules
thereunder and any joint filing agreement pursuant to
Rule 13d-1(k)(1)(iii);

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D (or amendment), Form 3, 4 or 5 or
joint filing agreement and timely file such schedule or form with
the United States Securities and Exchange Commission and any
appropriate national securities exchange; and

(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of each such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by each such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming
all that each such attorney-in-fact, or his substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The undersigned
acknowledges that each such attorney-in-fact is serving in such capacity
at the request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 13(d) or Section 16 of the Securities Exchange act of 1934.

The Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Schedules 13(d), Forms 3,
4 and 5 or Form 144 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to each such
attorney-in-fact.

From and after the date hereof, any Power of Attorney previously granted
by the undersigned concerning the subject matter hereof is hereby revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 23rd day of October, 2023.


	/s/ Vivek Agrawal
	Vivek Agrawal






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
