[Form 4] PRUDENTIAL FINANCIAL INC Insider Trading Activity

Rhea-AI Filing Summary

Prudential Financial senior executive Timothy L. Schmidt reported equity compensation transactions and related share movements. On February 9, 2026, he received a grant of 4,492 2026 Restricted Stock Units and 10,480 2026 Performance Shares, each convertible into the same number of Prudential common shares.

On the same date, 11,524 2023 Performance Shares were exercised and converted into 10,176 shares of common stock. Of these, 3,796 shares of common stock were disposed of at $102.20 per share to satisfy tax withholding obligations. After these transactions, Schmidt directly held 17,815 shares of Prudential common stock and indirectly held 310 shares through a 401(k) plan.

Insider Trade Summary

11,524 shares exercised/converted

Mixed 6 txns

Insider SCHMIDT TIMOTHY L

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	2026 Restricted Stock Units	4,492	$0.00	--
Grant/Award	2026 Performance Shares	10,480	$0.00	--
Exercise	2023 Performance Shares	11,524	$0.00	--
Exercise	Common Stock	10,176	$0.00	--
Tax Withholding	Common Stock	3,796	$102.20	$388K
holding	Common Stock	--	--	--

Holdings After Transaction: 2026 Restricted Stock Units — 4,492 shares (Direct); 2026 Performance Shares — 10,480 shares (Direct); 2023 Performance Shares — 0 shares (Direct); Common Stock — 21,611 shares (Direct); Common Stock — 310 shares (Indirect, By 401(k))

Footnotes (1)

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. Represents shares withheld for the payment of taxes. Amount reported has been adjusted to include 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2025, and December 31, 2025, based on a plan statement dated December 31, 2025. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). The Restricted Stock Units convert to common stock on a 1 to 1 basis. The Restricted Stock Units will vest 1/3 per year beginning in February 2027. The performance shares convert to common stock on a 1 to 1 basis. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

SCHMIDT TIMOTHY L

(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)
	Senior 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		10,176(1)	A	$0	21,611	D
Common Stock	02/09/2026		F		3,796(2)	D	$102.2	17,815	D
Common Stock								310(3)	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(4)	02/09/2026		A		4,492		(5)	(5)	Common Stock	4,492	$0	4,492	D
2026 Performance Shares	$0(6)	02/09/2026		A		10,480		(7)	(7)	Common Stock	10,480	$0	10,480	D
2023 Performance Shares	$0(1)	02/09/2026		M			11,524	(1)	(1)	Common Stock	11,524	$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. Amount reported has been adjusted to include 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2025, and December 31, 2025, based on a plan statement dated December 31, 2025. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

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

5. The Restricted Stock Units will vest 1/3 per year beginning in February 2027.

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

7. 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
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