Prudential (NYSE: PFH) EVP Walia vests RSUs, withholds shares

Rhea-AI Filing Summary

Prudential Financial Executive Vice President Vicki Walia reported routine equity compensation activity involving restricted stock units and common shares. On 2026-02-28, 2023, 2024, and 2025 Restricted Stock Units vested, with 678, 665, and 1,041 units converting into common stock on a 1-to-1 basis. To cover tax obligations, 229, 225, and 361 common shares were withheld at a price of $98.380 per share. After these derivative exercises, conversions, and tax-withholding dispositions, Walia directly owned 5,237 shares of Prudential Financial common stock.

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^*

Walia Vicki

(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		678(1)	A	$0	4,346	D
Common Stock	02/28/2026		F		229(2)	D	$98.38	4,117	D
Common Stock	02/28/2026		M		665(1)	A	$0	4,782	D
Common Stock	02/28/2026		F		225(2)	D	$98.38	4,557	D
Common Stock	02/28/2026		M		1,041(1)	A	$0	5,598	D
Common Stock	02/28/2026		F		361(2)	D	$98.38	5,237	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
2023 Restricted Stock Units	(3)	02/28/2026		M			678	(4)	(4)	Common Stock	678	$0	0	D
2024 Restricted Stock Units	(3)	02/28/2026		M			665	(5)	(5)	Common Stock	665	$0	666	D
2025 Restricted Stock Units	(3)	02/28/2026		M			1,041	(6)	(6)	Common Stock	1,041	$0	2,082	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/ Danny Fiore, 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.
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FAQ

What does the latest Form 4 for PRUDENTIAL FINANCIAL INC (PFH) show for Vicki Walia?

The Form 4 reports equity compensation events for Executive Vice President Vicki Walia. Several restricted stock unit awards vested and converted into common stock, and some of those shares were withheld to pay taxes, resulting in updated direct ownership of 5,237 common shares.

How many Prudential Financial restricted stock units vested for Vicki Walia on February 28, 2026?

On February 28, 2026, 678 2023 Restricted Stock Units, 665 2024 Restricted Stock Units, and 1,041 2025 Restricted Stock Units vested. Footnotes explain that these awards convert to Prudential Financial common stock on a 1-to-1 basis upon vesting, updating her equity position.

How were Prudential Financial common shares used to pay taxes in Vicki Walia’s Form 4?

Common shares were withheld to pay taxes tied to the vesting of restricted stock units. Specifically, 229, 225, and 361 common shares were disposed of under transaction code "F" at a price of $98.380 per share, representing payment of the related tax liability.

What is Vicki Walia’s direct common stock ownership in Prudential Financial after these transactions?

After the reported vesting and tax-withholding transactions, Executive Vice President Vicki Walia directly owned 5,237 shares of Prudential Financial common stock. This figure reflects both the new shares received from restricted stock unit conversions and the shares withheld to satisfy associated tax obligations.

What do the footnotes in the Prudential Financial (PFH) Form 4 filing explain about the restricted stock units?

The footnotes state that the reported amounts represent vesting of previously awarded restricted stock units, which convert into common stock on a 1-to-1 basis. They also describe that the units vest in thirds annually beginning on the last day of February 2024, 2025, and 2026.

Are the Form 4 transactions for Prudential Financial’s Vicki Walia open-market buys or routine equity events?

The transactions are routine equity compensation events, not open-market purchases. They involve exercises or conversions of restricted stock units into common stock and share dispositions coded "F" to cover tax liabilities associated with those vesting events, all under direct ownership.