Prudential Financial (PRU) EVP logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Prudential Financial executive Scott Case reported equity award activity. On February 28, 2026, 2,717 previously awarded 2025 restricted stock units vested and converted into 2,717 shares of common stock on a 1-to-1 basis at $0.00 per share.

On the same date, 951 common shares were withheld at $98.38 per share to cover tax obligations related to the vesting. After these transactions, Case directly owned 1,766 common shares and 5,435 restricted stock units. Footnotes state the restricted stock units vest in annual installments beginning the last day of February 2026.

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

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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^*

Case Scott

(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)		2,717	A	$0	2,717	D
Common Stock	02/28/2026		F(2)		951	D	$98.38	1,766	D

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
2025 Restricted Stock Units	$0(3)	02/28/2026		M			2,717	(4)	(4)	Common Stock	2,717	$0	5,435	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 2026.

	/s/ Richard J. Baker, 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did PRUDENTIAL FINANCIAL (PFH) report for Scott Case?

Prudential Financial executive vice president Scott Case reported the vesting of 2,717 restricted stock units into common stock and the withholding of 951 shares to cover taxes. These are routine equity compensation and tax-withholding transactions rather than open-market purchases or sales.

How many Prudential Financial (PFH) shares did Scott Case acquire and dispose of?

Scott Case acquired 2,717 shares of Prudential common stock through the vesting and conversion of restricted stock units. He simultaneously disposed of 951 shares, which were withheld to pay associated tax liabilities, leaving him with a directly held balance of 1,766 common shares.

At what price were Prudential Financial (PFH) shares withheld for Scott Case’s taxes?

Shares withheld for Scott Case’s tax obligations were valued at $98.38 per share. A total of 951 common shares were withheld at this price to satisfy taxes triggered by the vesting of his 2025 restricted stock units into common stock.

What are Scott Case’s Prudential Financial (PFH) holdings after the reported Form 4 transactions?

After the reported transactions, Scott Case directly holds 1,766 shares of Prudential common stock and 5,435 restricted stock units. These figures reflect the vesting of 2,717 units, conversion to common shares, and withholding of 951 shares for tax payments on February 28, 2026.

How do Scott Case’s Prudential Financial (PFH) restricted stock units vest over time?

Scott Case’s restricted stock units convert to common stock on a one-for-one basis and will vest in three equal annual installments. Footnotes indicate vesting occurs one-third per year, beginning on the last day of February 2026 for the referenced restricted stock unit award.