SCHEDULE: Bulldog Investors Cuts Principal Real Estate Fund Stake

Bulldog Investors, LLP and its partners have reduced their beneficial ownership in Principal Real Estate Income Fund to just under 5% through recent share sales.

Summary

• Bulldog Investors, LLP, Phillip Goldstein, and Andrew Dakos filed an Amendment No. 4 to their Schedule 13D regarding their stake in Principal Real Estate Income Fund (PGZ).
• As of August 8, 2025, Bulldog Investors, LLP and Andrew Dakos beneficially own 333,144 shares, representing 4.98% of PGZ's outstanding common stock.
• Phillip Goldstein beneficially owns 333,261 shares, also representing 4.98% of PGZ's outstanding common stock.
• The percentages are based on 6,694,109 shares outstanding as of April 30, 2025, as reported in the N-CSRS filed on July 3, 2025.
• During the last 60 days, the reporting persons sold a total of 37,752 shares of PGZ across four transactions in early August 2025, at prices ranging from $10.4431 to $10.5275 per share.
• This amendment updates the previous Schedule 13D filed on October 16, 2023.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative as a significant institutional investor, Bulldog Investors, LLP, has reduced its stake in Principal Real Estate Income Fund (PGZ) to just under 5%. While they retain a substantial holding, the reduction in ownership, particularly by an investor known for activism, could be interpreted as a decrease in conviction or a strategic portfolio adjustment.

Positives

• NA

Negatives

• A significant investor, Bulldog Investors, LLP and its partners, reduced their stake in the company by selling 37,752 shares in early August 2025.
• The beneficial ownership for Bulldog Investors, LLP and Andrew Dakos has fallen to 4.98%, just below the 5% threshold that typically requires more detailed reporting, indicating a reduced conviction or portfolio rebalancing.

Risks

• NA

Future Outlook

NA

Industry Context

This filing reflects a change in a significant institutional investor's position in a real estate income fund. Such adjustments can occur due to portfolio rebalancing, changes in investment strategy, or a revised outlook on the specific fund or the broader real estate market. While not indicative of a systemic industry trend, it highlights the dynamic nature of institutional holdings within the closed-end fund space.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: May interpret the reduction in stake by a significant investor as a negative signal, potentially leading to downward pressure on the stock price.
• Management: Could face questions regarding the reasons for the investor's reduced stake and its implications for the company's valuation or strategic direction.

Next Steps

• NA

Key Dates

Recommendation

While a significant investor has reduced their stake, they still maintain a substantial holding of 4.98%. This reduction could be due to portfolio rebalancing rather than a fundamental negative view of the company. Investors should monitor future filings and company performance, but a 'hold' recommendation is appropriate given the mixed signal of a reduced but still significant stake.

Keywords

Principal Real Estate Income Fund, PGZ, Bulldog Investors, Schedule 13D, Beneficial Ownership, Share Sales, Investment Fund, Real Estate Fund, SEC Filing, Institutional Investor