Prudential Financial (NYSE: PRU) EVP Waldeck details stock and equity awards

Rhea-AI Filing Summary

Prudential Financial Inc. Executive Vice President George P. Waldeck Jr. filed an initial statement of beneficial ownership of company securities. He reports owning 58,912 shares of common stock directly and 350 shares indirectly through a 401(k) plan.

He also reports several equity-based awards that can convert into common stock. These include 2023, 2024, and 2025 performance shares totaling 12,371, 13,470, and 13,271 target shares, respectively, which convert to common stock on a 1-to-1 basis and depend on return-on-equity and adjusted book value per share performance over multi-year periods. In addition, he holds restricted stock units from 2023, 2024, and 2025 grants that vest in equal thirds annually starting on the last day of February 2024, February 2025, October 2024, and February 2026, and convert to common stock on a 1-to-1 basis.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Waldeck George P Jr.

(Last) (First) (Middle)

751 BROAD STREET, 5TH FLOOR

ATTN: REGULATORY FILINGS UNIT

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2026

3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	58,912	D
Common Stock	350	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2023 Performance Shares	(1)	(1)	Common Stock	12,371	$0(2)	D
2023 Restricted Stock Units	(3)	(3)	Common Stock	1,768	(4)	D
10/10/2023 Restricted Stock Units	(5)	(5)	Common Stock	1,774	$0(4)	D
2024 Performance Shares	(6)	(6)	Common Stock	13,470	$0(2)	D
2024 Restricted Stock Units	(7)	(7)	Common Stock	3,849	(4)	D
2025 Performance Shares	(8)	(8)	Common Stock	13,271	$0(2)	D
2025 Restricted Stock Units	(9)	(9)	Common Stock	5,688	$0(4)	D

Explanation of Responses:

1. Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation Committee in February 2026 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2023 through 2025 performance period.

2. The performance shares convert to common stock on a 1 to 1 basis.

3. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2024.

4. The Restricted Stock Units convert to common stock on a 1 to 1 basis.

5. he Restricted Stock Units will vest 1/3 per year beginning the last day of October 2024.

6. Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation and Human Capital Committee in February 2027 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2024 through 2026 performance period.

7. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2025.

8. Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation and Human Capital Committee in February 2028 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2025 through 2027 performance period.

9. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2026.

	/s/ Richard J. Baker, attorney-in-fact	02/09/2026
	** 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 5 (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).
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FAQ

What does Prudential Financial (PRU) Form 3 for George P. Waldeck Jr. disclose?

The Form 3 shows Executive Vice President George P. Waldeck Jr. initially reporting 58,912 shares of Prudential Financial common stock held directly and 350 shares held indirectly via a 401(k) plan, plus multiple performance share and restricted stock unit awards convertible into common stock.

How many Prudential Financial common shares does George P. Waldeck Jr. hold directly and indirectly?

George P. Waldeck Jr. reports direct ownership of 58,912 Prudential Financial common shares and indirect ownership of 350 additional shares through a 401(k) plan. These positions reflect his current beneficial holdings as an Executive Vice President of the company.

What performance share awards are reported in the Prudential Financial Form 3?

The filing lists 2023, 2024, and 2025 performance share awards targeting 12,371, 13,470, and 13,271 common shares, respectively. Actual shares earned will depend on ROE performance and adjusted book value per share growth over defined multi-year performance periods approved by relevant committees.

How do George P. Waldeck Jr.’s Prudential performance shares convert into common stock?

The performance shares convert to Prudential Financial common stock on a 1-to-1 basis. The actual number of shares delivered will be determined by committee assessments of return on equity and adjusted book value per share performance over specified performance periods ending between 2025 and 2027.

What restricted stock units does George P. Waldeck Jr. report in this Prudential filing?

He reports several restricted stock unit grants, including 2023, 10/10/2023, 2024, and 2025 awards. These RSUs generally vest in equal one-third installments beginning on the last day of February 2024, October 2024, February 2025, and February 2026, and convert to common stock 1-for-1.

When do the Prudential Financial restricted stock units begin vesting for George P. Waldeck Jr.?

The RSUs begin vesting 1/3 per year on specific dates: the last day of February 2024, October 2024, February 2025, and February 2026. Each vested unit converts into one share of Prudential Financial common stock according to the terms described in the filing.