Prudential Financial (NYSE: PFH) EVP gains shares as RSUs vest

Rhea-AI Filing Summary

Prudential Financial Executive Vice President George P. Waldeck Jr. reported multiple equity award transactions. Restricted stock units from 2023, 2024, and 2025 grants vested and converted into common stock on a 1-to-1 basis, with 544, 558, and 550 shares withheld to pay taxes at $98.38 per share. After these transactions, he directly holds 69,833 common shares and indirectly holds 350 shares through a 401(k).

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^*

Waldeck George P Jr.

(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)
02/28/2026

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	02/28/2026		M		1,768(1)	A	$0	67,665	D
Common Stock	02/28/2026		F		544(2)	D	$98.38	67,121	D
Common Stock	02/28/2026		M		1,924(1)	A	$0	68,487	D
Common Stock	02/28/2026		F		558(2)	D	$98.38	66,563	D
Common Stock	02/28/2026		M		1,896	A	$0	70,383	D
Common Stock	02/28/2026		F		550(2)	D	$98.38	69,833	D
Common Stock								350	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
2023 Restricted Stock Units	(3)	02/28/2026		M			1,768	(4)	(4)	Common Stock	1,768	$0	0	D
2024 Restricted Stock Units	(3)	02/28/2026		M			1,924	(5)	(5)	Common Stock	1,924	$0	1,925	D
2025 Restricted Stock Units	$0(3)	02/28/2026		M			1,896	(6)	(6)	Common Stock	1,896	$0	3,792	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 will vest 1/3 per year beginning the last day of February 2024.

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

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

	/s/ Danny Fiore, attorney-in-fact	03/03/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the Prudential Financial (PFH) executive report in this Form 4?

The executive reported vesting of restricted stock units that converted into common stock on a 1-to-1 basis. Some shares were simultaneously withheld to cover tax obligations, leaving updated direct and indirect common stock holdings.

How many Prudential Financial (PFH) shares does the executive hold after these transactions?

After the reported transactions, the executive directly holds 69,833 shares of Prudential Financial common stock. He also indirectly holds 350 additional shares through a 401(k) plan, reflecting both award vesting and shares withheld for taxes.

What do the tax withholding transactions at $98.38 mean for PFH stock?

Shares withheld at $98.38 per share represent payment of tax liabilities on vested equity awards, not open-market sales. These are administrative disposals where the company retains shares to satisfy the executive’s tax obligations on the stock compensation.

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

The restricted stock units convert into Prudential Financial common stock on a 1-to-1 basis. As units vest, an equal number of common shares is delivered, although some are typically withheld to cover associated income tax obligations for the executive.

What is the vesting schedule for the reported PFH restricted stock units?

The restricted stock units vest in three equal annual installments. For the relevant grants, vesting begins on the last day of February 2024, 2025, or 2026, with one-third of each award vesting on each anniversary date.

Is this Prudential Financial (PFH) Form 4 a buy or a sell by the executive?

The filing primarily reflects acquisition of shares through vesting and conversion of restricted stock units. It also shows share disposals solely for tax withholding, rather than discretionary open-market purchases or sales of Prudential Financial common stock.