Prudential Financial (NYSE: PRU) grants RSUs and performance shares to EVP

Rhea-AI Filing Summary

Prudential Financial Inc. Executive Vice President Jacques Chappuis reported equity compensation grants in the form of derivative securities. On 02/09/2026, he acquired 18,836 2026 Restricted Stock Units at $0 per unit, which each convert into one share of common stock and vest in three equal annual installments beginning in February 2027.

On the same date, he also acquired 56,507 2026 Performance Shares at $0 per share, representing a target number of common shares on a one-for-one basis. The actual number of shares to be received will be set by the Compensation and Human Capital Committee in February 2029 based on return-on-equity performance versus a peer group and growth in adjusted book value per share over the 2026–2028 performance period.

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^*

Chappuis Jacques

(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

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(1)	02/09/2026		A		18,836		(2)	(2)	Common Stock	18,836	$0	18,836	D
2026 Performance Shares	$0(3)	02/09/2026		A		56,507		(4)	(4)	Common Stock	56,507	$0	56,507	D

Explanation of Responses:

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

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

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

4. 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.
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FAQ

What equity awards did Prudential Financial (PRU) grant to Jacques Chappuis?

Jacques Chappuis received 18,836 2026 Restricted Stock Units and 56,507 2026 Performance Shares. Both awards were granted at a price of $0 and are structured to convert into common stock on a one-for-one basis, subject to vesting and performance conditions.

How do the 2026 Restricted Stock Units for PRU’s executive vest?

The 2026 Restricted Stock Units for Jacques Chappuis will vest in three equal annual installments. Vesting begins in February 2027, with each installment representing one-third of the 18,836 units, and each vested unit converts into one share of Prudential Financial common stock.

What determines the payout of PRU’s 2026 Performance Shares granted to Jacques Chappuis?

The 56,507 2026 Performance Shares represent a target award. The actual number of common shares delivered will be determined in February 2029 by the Compensation and Human Capital Committee, based on ROE performance versus a peer group and growth in adjusted book value per share from 2026 to 2028.

When will the number of PRU shares from the 2026 Performance Shares be finalized?

The actual number of shares from the 2026 Performance Shares will be set in February 2029. At that time, Prudential Financial’s Compensation and Human Capital Committee will evaluate ROE performance relative to peers and adjusted book value per share growth over the 2026–2028 period.

At what price were the PRU equity awards to Jacques Chappuis granted?

Both the 2026 Restricted Stock Units and the 2026 Performance Shares were granted at a price of $0 per unit. Although granted at no cash cost to the executive, these awards convert into Prudential Financial common stock if the vesting and performance conditions are satisfied.