Prudential Financial (PRU) SVP gets equity grants and settles awards

Rhea-AI Filing Summary

Prudential Financial Inc. Senior Vice President Robert E. Boyle reported several equity compensation transactions. On February 9, 2026, he was granted 2,111 2026 Restricted Stock Units and 4,925 2026 Performance Shares at an exercise price of $0, both settling in common stock on a one-for-one basis.

Also on that date, 1,155 2023 Performance Shares were converted into 1,020 shares of common stock, and 411 shares of common stock were withheld at $102.20 per share to cover taxes. After these transactions, he directly held 3,419 shares of common stock and indirectly held 935 shares through a 401(k) plan.

The restricted stock units vest in three equal annual installments beginning in February 2027, while the performance share payout will depend on return on equity and adjusted book value per share performance for the 2026–2028 period, with final amounts to be set in February 2029.

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^*

Boyle Robert E

(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		1,020(1)	A	$0	3,830	D
Common Stock	02/09/2026		F		411(2)	D	$102.2	3,419	D
Common Stock								935(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		2,111		(5)	(5)	Common Stock	2,111	$0	2,111	D
2026 Performance Shares	$0(6)	02/09/2026		A		4,925		(7)	(7)	Common Stock	4,925	$0	4,925	D
2023 Performance Shares	$0(1)	02/09/2026		M			1,155	(1)	(1)	Common Stock	1,155	$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 21 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 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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FAQ

What equity awards did Prudential Financial (PRU) grant to Robert E. Boyle?

Robert E. Boyle received 2,111 restricted stock units and 4,925 performance shares. Both awards were granted at an exercise price of $0 and settle in Prudential common stock on a one-for-one basis, providing long-term, performance-linked equity compensation.

How were Robert E. Boyle’s 2023 Performance Shares at Prudential (PRU) settled?

1,155 2023 Performance Shares were converted into 1,020 shares of common stock. This conversion occurred on February 9, 2026, reflecting settlement of previously awarded performance-based equity into actual Prudential Financial common shares held directly by the executive.

Why were 411 Prudential (PRU) shares withheld from Robert E. Boyle’s account?

411 shares of Prudential common stock were withheld to pay taxes. The shares were withheld at a price of $102.20 per share in connection with the equity settlement, representing a tax-withholding disposition rather than an open-market sale of shares.

When will Robert E. Boyle’s 2026 restricted stock units at Prudential vest?

The 2026 restricted stock units will vest in three equal annual installments. Vesting begins in February 2027, with one-third of the 2,111 units vesting each year, aligning the executive’s compensation with multi-year service and performance at Prudential Financial.

How is the payout for Prudential’s 2026 Performance Shares to Robert E. Boyle determined?

The 2026 Performance Shares use return on equity and adjusted book value growth metrics. The Compensation and Human Capital Committee will set the final number of shares in February 2029 based on performance for the 2026–2028 period versus a peer group and predefined goals.

How many Prudential (PRU) shares does Robert E. Boyle own after these transactions?

After the reported transactions, Boyle directly owns 3,419 common shares. He also indirectly holds 935 additional shares through a 401(k) plan, reflecting both his long-term investment in Prudential and retirement-plan holdings linked to company stock.