Prudential (PFH) EVP Ann Kappler logs RSU vesting and tax-share disposals

Rhea-AI Filing Summary

Prudential Financial Inc. executive vice president and general counsel Ann M. Kappler reported multiple equity compensation transactions dated February 28, 2026. Previously granted 2023, 2024 and 2025 restricted stock units vested and were exercised or converted into common stock on a 1-to-1 basis, increasing her direct common share holdings through several “M” transactions. To cover tax obligations, she disposed of blocks of common stock in “F” transactions totaling 1,034, 1,165 and 1,098 shares at $98.38 per share, characterized as shares withheld for the payment of taxes. After these transactions, she directly owned 35,639 shares of common stock and indirectly held 884 shares through a 401(k) plan.

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^*

KAPPLER ANN M

(Last) (First) (Middle)

751 BROAD STREET, 5TH FLR

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)
	EVP and General Counsel

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)		2,220	A	$0	34,085	D
Common Stock	02/28/2026		F(2)		1,034	D	$98.38	33,051	D
Common Stock	02/28/2026		M(1)		2,502	A	$0	35,553	D
Common Stock	02/28/2026		F(2)		1,165	D	$98.38	34,388	D
Common Stock	02/28/2026		M(1)		2,349	A	$0	36,737	D
Common Stock	02/28/2026		F(2)		1,098	D	$98.38	35,639	D
Common Stock								884	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	$0(3)	02/28/2026		M			2,220	(4)	(4)	Common Stock	2,220	$0	0	D
2024 Restricted Stock Units	$0(3)	02/28/2026		M			2,502	(5)	(5)	Common Stock	2,502	$0	2,503	D
2025 Restricted Stock Units	$0(3)	02/28/2026		M			2,349	(6)	(6)	Common Stock	2,349	$0	4,699	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/ 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 activity did Prudential Financial (PFH) disclose for Ann M. Kappler?

Prudential Financial reported that EVP and General Counsel Ann M. Kappler had several restricted stock unit awards vest and convert into common stock, alongside related tax-withholding share dispositions, all dated February 28, 2026, as part of her equity compensation program.

How many Prudential (PFH) shares does Ann M. Kappler own after these Form 4 transactions?

After the reported transactions, Ann M. Kappler directly owned 35,639 shares of Prudential common stock and indirectly held 884 shares through a 401(k) plan, according to the totals listed as shares beneficially owned following the transactions.

Were Ann M. Kappler’s Prudential (PFH) share disposals open-market sales?

The filing classifies Kappler’s disposals as code “F” tax-withholding transactions, representing shares withheld to pay tax liabilities, not open-market sales, with blocks of 1,034, 1,165 and 1,098 common shares withheld at a price of $98.38 per share.

What restricted stock units vested for Ann M. Kappler at Prudential (PFH)?

Restricted stock units from 2023, 2024 and 2025 grants vested for Ann M. Kappler. Footnotes state these RSUs convert into common stock on a 1-to-1 basis and vest in one-third annual installments beginning the last day of February in 2024, 2025 and 2026.

What transaction codes appear in Ann M. Kappler’s Prudential (PFH) Form 4?

The Form 4 shows code “M” transactions, described as exercises or conversions of derivative securities as RSUs vest into common stock, and code “F” transactions, described as payment of tax liabilities by delivering or withholding Prudential common shares.