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Prudential Financial (NYSE: PFH) grants 52,838 performance shares to EVP

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Prudential Financial Executive Vice President Caroline Feeney reported equity compensation grants and related share movements. She received awards of 17,613 2026 Restricted Stock Units and 52,838 2026 Performance Shares, each convertible into common stock on a 1-to-1 basis. The RSUs vest in three equal annual installments beginning in February 2027, while the performance share amount is a target that will be finalized in February 2029 based on return on equity and growth in adjusted book value per share over the 2026–2028 period. A 2023 performance share award of 26,872 units was converted into common stock, and 12,122 shares were withheld at $102.20 per share to cover tax obligations. After these transactions, she directly holds 65,124.53 common shares and indirectly holds 8,809 shares through a 401(k) plan.

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Insider Feeney Caroline
Role Executive Vice President
Type Security Shares Price Value
Grant/Award 2026 Restricted Stock Units 17,613 $0.00 $0.00
Grant/Award 2026 Performance Shares 52,838 $0.00 $0.00
Exercise 2023 Performance Shares 26,872 $0.00 $0.00
Exercise Common Stock 23,728 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 12,122 $102.20 $1.24M
holding Common Stock -- -- --
Holdings After Transaction: 2026 Restricted Stock Units — 17,613 shares (Direct); 2026 Performance Shares — 52,838 shares (Direct); 2023 Performance Shares — 0 shares (Direct); Common Stock — 65,124.53 shares (Direct); Common Stock — 8,809 shares (Indirect, By 401(k))
Footnotes (6)
  1. F1. The Compensation and Human Capital Committee determined the number of shares received based on the Company's return on equity ("ROE") performance relative to the ROE performance of 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. F2. Represents shares withheld for the payment of taxes.
  3. F3. The Restricted Stock Units convert to common stock on a 1 to 1 basis.
  4. F4. The Restricted Stock Units will vest 1/3 per year beginning in February 2027.
  5. F5. The performance shares convert to common stock on a 1 to 1 basis.
  6. F6. 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 2029 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 2026 through 2028 performance period.
2026 Restricted Stock Units granted 17,613 shares Grant of 2026 Restricted Stock Units convertible 1-to-1 into common stock
2026 Performance Shares granted (target) 52,838 shares Target number of 2026 Performance Shares subject to performance over 2026–2028
2023 Performance Shares converted 26,872 shares 2023 Performance Shares exercised/converted into common stock
Common shares from exercise entry 23,728 shares Non-derivative common stock reported in connection with derivative exercise
Shares withheld for taxes 12,122 shares Common shares withheld at $102.20 per share to satisfy tax obligations
Tax withholding price $102.20 per share Per-share value used for tax-withholding disposition of 12,122 shares
Direct common stock holding 65,124.53 shares Direct common stock position after reported transactions
Indirect 401(k) holding 8,809 shares Common shares held indirectly through a 401(k) plan
Restricted Stock Units financial
"The Restricted Stock Units convert to common stock on a 1 to 1 basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance shares financial
"The performance shares convert to common stock on a 1 to 1 basis."
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.
return on equity financial
"based on the Company's return on equity performance relative to a peer group"
Return on equity shows how effectively a company uses its shareholders' money to generate profit. It is calculated by dividing the company's net profit by its shareholders' equity, indicating how much profit is earned for each dollar invested by owners. Higher return on equity suggests the company is good at turning investments into earnings, which can be an important factor for investors assessing its profitability and efficiency.
adjusted book value per share financial
"goal for growth in adjusted book value per share for the performance period"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What stock awards did PFH's Caroline Feeney receive on February 9, 2026?

Caroline Feeney received 17,613 2026 Restricted Stock Units and 52,838 2026 Performance Shares, each convertible 1-to-1 into common stock. The RSUs vest over three years from February 2027, while the performance shares are performance-based and settled in February 2029.

How many Prudential (PFH) common shares does Caroline Feeney hold after this filing?

After these transactions, Caroline Feeney directly holds 65,124.53 Prudential common shares. She also indirectly holds 8,809 shares through a 401(k) plan, giving a combined reported position across direct and indirect holdings.

What performance metrics affect Feeney's 2026 performance shares at PFH?

The 2026 performance shares are tied to return on equity relative to a peer group and growth in adjusted book value per share over 2026–2028. The Compensation and Human Capital Committee will determine the final shares in February 2029.

How were taxes handled on Feeney's vested shares at PFH?

To satisfy tax obligations, 12,122 common shares were withheld at $102.20 per share. This withholding relates to shares received from equity awards and is reported as a tax-withholding disposition rather than an open-market sale.

What happened to Caroline Feeney's 2023 performance share award at PFH?

A 2023 performance share award of 26,872 units was converted into common stock. The committee determined the payout based on return on equity and adjusted book value per share performance over the 2023–2025 period relative to a designated peer group.
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*
Feeney Caroline

(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)
02/09/2026
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 02/09/2026 M 23,728(1) A $0 77,246.53 D
Common Stock 02/09/2026 F 12,122(2) D $102.2 65,124.53 D
Common Stock 8,809 I By 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
2026 Restricted Stock Units $0(3) 02/09/2026 A 17,613 (4) (4) Common Stock 17,613 $0 17,613 D
2026 Performance Shares $0(5) 02/09/2026 A 52,838 (6) (6) Common Stock 52,838 $0 52,838 D
2023 Performance Shares $0(1) 02/09/2026 M 26,872 (1) (1) Common Stock 26,872 $0 0 D
Explanation of Responses:
1. The Compensation and Human Capital Committee determined the number of shares received based on the Company's return on equity ("ROE") performance relative to the ROE performance of 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. 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 will vest 1/3 per year beginning in February 2027.
5. The performance shares convert to common stock on a 1 to 1 basis.
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 2029 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 2026 through 2028 performance period.
/s/ Richard J. Baker, attorney-in-fact 02/11/2026
** 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 4 (b)(v).
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