Prudential Financial (PFH) EVP Vicki Walia vests RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Prudential Financial Inc. Executive Vice President Vicki Walia reported the vesting of restricted stock units that converted into common shares. On 01/31/2026, 5,033 restricted stock units vested and were converted into 5,033 shares of common stock at an exercise price of $0.

On the same date, 1,872 of those common shares were withheld at $111.11 per share to cover taxes. After these transactions, Walia directly owned 3,161 shares of Prudential common stock. The restricted stock units converted to common stock on a one-for-one basis and vested in two equal installments beginning on the last day of January 2025.

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

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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^*

Walia Vicki

(Last) (First) (Middle)

751 BROAD STREET, 5TH FLOOR

ATTN: REGULATORY FILINGS UNIT

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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	01/31/2026		M		5,033(1)	A	$0	5,033	D
Common Stock	01/31/2026		F		1,872(2)	D	$111.11	3,161	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
1/10/23 Restricted Stock Unit	(3)	01/31/2026		M			5,033	(4)	(4)	Common Stock	5,033	$0	0	D

Explanation of Responses:

1. Represents the vesting of previously awarded restricted stock units.

2. Represents shares withheld for the payment of taxes.

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

4. The Restricted Stock Units vested 1/2 per year beginning the last day of January 2025

	/s/ Richard J. Baker, attorney-in-fact	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 insider transaction did Prudential Financial (PFH) report for Vicki Walia?

Vicki Walia reported vesting of restricted stock units into common shares. On 01/31/2026, 5,033 restricted stock units converted into 5,033 shares of Prudential common stock, reflecting previously granted equity awards now becoming directly owned stock.

How many Prudential Financial (PFH) shares does Vicki Walia own after this Form 4?

After the reported transactions, Vicki Walia directly owns 3,161 shares. She received 5,033 shares from vesting, and 1,872 shares were withheld to cover taxes, leaving 3,161 shares of common stock held directly in her name.

What does the tax withholding transaction on Prudential Financial (PFH) shares represent?

The tax withholding reflects shares used to pay taxes on vested awards. On 01/31/2026, 1,872 common shares were withheld at $111.11 per share specifically to satisfy tax obligations arising from the vesting of restricted stock units.

How did the restricted stock units convert into Prudential Financial (PFH) common stock?

The restricted stock units converted to common stock on a one-for-one basis. Each unit became one share of common stock when vesting conditions were met, with 5,033 units vesting and converting at an exercise price of $0 per share.

What was the vesting schedule for Vicki Walia’s Prudential Financial (PFH) RSUs?

The restricted stock units vested in two equal annual installments. They vested one-half per year beginning on the last day of January 2025, leading to the 01/31/2026 vesting and associated share conversion disclosed in this Form 4 filing.

Is Vicki Walia considered an officer of Prudential Financial (PFH) in this filing?

Yes, Vicki Walia is listed as an Executive Vice President. The Form 4 identifies her as an officer of Prudential Financial Inc., confirming she holds the title of Executive Vice President rather than director or 10% owner status.