Prudential chair exercises awards, reports tax withholding

Prudential Financial’s Chairman and director Charles F. Lowrey reported multiple equity-related transactions dated February 9, 2026.

Rhea-AI Filing Summary

Prudential Financial’s Chairman and director Charles F. Lowrey reported multiple equity-related transactions dated February 9, 2026. He received a grant of 4,893 2026 Restricted Stock Units and 14,678 2026 Performance Shares, each convertible into the same number of common shares on a 1-for-1 basis.

Lowrey also exercised 94,413 2023 Performance Shares, resulting in the acquisition of 83,367 shares of common stock at $0 per share. In connection with these awards, 44,703 common shares were withheld at $102.20 per share to cover tax obligations. After these transactions, he directly owned 204,228 common shares and indirectly held 314 shares through a 401(k) plan.

Insider Trade Summary

94,413 shares exercised/converted

Exercise 6 txns

Insider Lowrey Charles F

Role Chairman of the Board

Type	Security	Shares	Price	Value
Grant/Award	2026 Restricted Stock Units	4,893	$0.00	$0.00
Grant/Award	2026 Performance Shares	14,678	$0.00	$0.00
Exercise	2023 Performance Shares	94,413	$0.00	$0.00
Exercise	Common Stock	83,367	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	44,703	$102.20	$4.57M
holding	Common Stock	--	--	--

Holdings After Transaction: 2026 Restricted Stock Units — 4,893 contracts (Direct); 2026 Performance Shares — 14,678 contracts (Direct); 2023 Performance Shares — 0 contracts (Direct); Common Stock — 204,228 shares (Direct); Common Stock — 314 shares (Indirect, By 401(k))

Footnotes (7)

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. 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. F4. The Restricted Stock Units convert to common stock on a 1 to 1 basis.
5. F5. The Restricted Stock Units will vest 1/3 per year beginning in February 2027.
6. F6. The performance shares convert to common stock on a 1 to 1 basis.
7. F7. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Prudential Financial (PRU) report for Charles F. Lowrey?

Charles F. Lowrey reported equity award activity on February 9, 2026. He received 4,893 restricted stock units, 14,678 performance shares, and converted 94,413 2023 performance shares into 83,367 common shares, with 44,703 shares withheld to pay associated taxes.

How many Prudential Financial (PRU) shares does Charles F. Lowrey own after this Form 4?

Following the February 9, 2026 transactions, Charles F. Lowrey directly owned 204,228 shares of Prudential common stock. He also indirectly held 314 additional shares through a 401(k) plan, reflecting his ongoing equity stake in the company.

What equity awards did Charles F. Lowrey receive from Prudential Financial (PRU) on February 9, 2026?

On February 9, 2026, Charles F. Lowrey received 4,893 2026 Restricted Stock Units and 14,678 2026 Performance Shares. Both types of awards convert into Prudential common stock on a one-for-one basis, subject to vesting and performance conditions described in the filing footnotes.

How were taxes handled for Charles F. Lowrey’s Prudential (PRU) share awards?

To cover tax obligations from his equity awards, 44,703 Prudential common shares were withheld at $102.20 per share. This withholding is reported with transaction code “F,” indicating payment of exercise price or tax liability by delivering securities rather than a market sale.

What happened to Charles F. Lowrey’s 2023 Performance Shares at Prudential (PRU)?

Lowrey’s 2023 Performance Shares were exercised or converted on February 9, 2026. A total of 94,413 performance shares converted into common stock at $0 per share, consistent with the plan terms tying payouts to return on equity and adjusted book value performance.

How are Prudential (PRU) performance and restricted stock awards structured for Charles F. Lowrey?

The restricted stock units and performance shares each convert into common stock on a 1-to-1 basis. Restricted stock units vest one-third per year beginning in February 2027, while performance share payouts depend on return-on-equity and adjusted book value metrics over multi-year periods.

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

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Accepted by SEC EDGAR 02/11/2026 - 04:41 PM Learn about SEC filing dates

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^*

Lowrey Charles F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

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		83,367(1)	A	$0	248,931	D
Common Stock	02/09/2026		F		44,703(2)	D	$102.2	204,228	D
Common Stock								314(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		4,893		(5)	(5)	Common Stock	4,893	$0	4,893	D
2026 Performance Shares	$0(6)	02/09/2026		A		14,678		(7)	(7)	Common Stock	14,678	$0	14,678	D
2023 Performance Shares	$0(1)	02/09/2026		M			94,413	(1)	(1)	Common Stock	94,413	$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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