Prudential CEO reports RSU vesting and tax shares

Prudential Financial’s CEO Andrew F. Sullivan reported multiple equity compensation transactions.

Accepted by SEC EDGAR 03/03/2026 - 05:07 PM EST

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Rhea-AI Filing Summary

Prudential Financial’s CEO Andrew F. Sullivan reported multiple equity compensation transactions. Several tranches of restricted stock units vested and converted into common stock on February 28, 2026, including 4,035 units from 2023 awards, 3,959 units from 2024 awards, and 3,717 units from 2025 awards, each on a 1-to-1 basis.

To cover tax obligations, shares of common stock were withheld, including 1,954 shares, 1,916 shares, and 1,798 shares at a price of $98.38 per share. After these transactions, Sullivan continued to hold common stock directly and also had 456 shares held indirectly through a 401(k) plan.

Insider Trade Summary

11,711 shares exercised/converted

Exercise 9 txns

Insider SULLIVAN ANDREW F

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	2023 Restricted Stock Units	4,035	$0.00	$0.00
Exercise	2024 Restricted Stock Units	3,959	$0.00	$0.00
Exercise	2025 Restricted Stock Units	3,717	$0.00	$0.00
Exercise	Common Stock	4,035	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,954	$98.38	$192K
Exercise	Common Stock	3,959	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,916	$98.38	$188K
Exercise	Common Stock	3,717	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,798	$98.38	$177K
Holding	Common Stock	--	--	--

Holdings After Transaction: 2023 Restricted Stock Units — 0 contracts (Direct); 2024 Restricted Stock Units — 3,960 contracts (Direct); 2025 Restricted Stock Units — 7,435 contracts (Direct); Common Stock — 50,216 shares (Direct); Common Stock — 456 shares (Indirect, By 401(k))

Footnotes (6)

F1. Represents the vesting of previously awarded restricted stock units.
F2. Represents shares withheld for the payment of taxes.
F3. The Restricted Stock Units convert to common stock on a 1 to 1 basis.
F4. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2024.
F5. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2025.
F6. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2026.

FAQ

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What insider transactions did Prudential (PRU) report for CEO Andrew Sullivan?

The filing reports equity compensation activity for CEO Andrew F. Sullivan. Restricted stock units from 2023, 2024, and 2025 awards vested and converted into common stock, and shares were withheld at $98.38 per share to satisfy related tax obligations.

Were Andrew Sullivan’s Form 4 transactions open-market buys or sells of PRU stock?

The transactions were not open-market trades. They reflect the vesting and 1-to-1 conversion of restricted stock units into common stock and related tax-withholding dispositions, where shares were surrendered at $98.38 per share to pay taxes rather than sold for investment purposes.

How many Prudential restricted stock units vested for the CEO on February 28, 2026?

On February 28, 2026, 4,035 restricted stock units from 2023 awards, 3,959 from 2024 awards, and 3,717 from 2025 awards vested. Each unit converted into one share of Prudential Financial common stock as part of the company’s equity compensation program.

What does the tax-withholding disposition in the Prudential CEO Form 4 mean?

Tax-withholding dispositions mean shares were withheld to pay income taxes due on vesting. In this case, blocks of common stock, including 1,954, 1,916, and 1,798 shares, were surrendered at $98.38 per share instead of the CEO paying the taxes in cash.

Does Andrew Sullivan hold Prudential stock indirectly through a retirement plan?

Yes. The Form 4 shows an indirect holding of 456 shares of Prudential common stock “By 401(k).” This indicates a portion of his ownership is held within a 401(k) retirement plan, in addition to his directly held common shares reported in the filing.

How do Prudential’s restricted stock units convert into common stock for the CEO?

The filing states that Prudential restricted stock units convert into common stock on a 1-to-1 basis. These units vest in thirds annually, with specified awards beginning vesting on the last day of February in 2024, 2025, and 2026, then delivering shares accordingly.

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Form 4 Insider Transactions: What Each Field Means →

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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^*

SULLIVAN ANDREW F

(Last)

(First)

(Middle)

751 BROAD STREET, 5TH FLOOR

ATTN: REGULATORY FILINGS UNIT

(Street)

NEWARK

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)
	Chief Executive Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2026		M⁽¹⁾		4,035	A	$0	48,208	D
Common Stock	02/28/2026		F⁽²⁾		1,954	D	$98.38	46,254	D
Common Stock	02/28/2026		M⁽¹⁾		3,959	A	$0	50,213	D
Common Stock	02/28/2026		F⁽²⁾		1,916	D	$98.38	48,297	D
Common Stock	02/28/2026		M⁽¹⁾		3,717	A	$0	52,014	D
Common Stock	02/28/2026		F⁽²⁾		1,798	D	$98.38	50,216	D
Common Stock								456	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2023 Restricted Stock Units	$0⁽³⁾	02/28/2026		M			4,035	⁽⁴⁾	⁽⁴⁾	Common Stock	4,035	$0	0	D
2024 Restricted Stock Units	$0⁽³⁾	02/28/2026		M			3,959	⁽⁵⁾	⁽⁵⁾	Common Stock	3,959	$0	3,960	D
2025 Restricted Stock Units	$0⁽³⁾	02/28/2026		M			3,717	⁽⁶⁾	⁽⁶⁾	Common Stock	3,717	$0	7,435	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 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.

Source: View Original Filing on SEC EDGAR