Prudential (PRU) CFO awarded RSUs, performance shares and stock

Rhea-AI Filing Summary

Prudential Financial EVP and CFO Yanela Frias reported several equity compensation transactions dated February 9, 2026. She acquired 16,635 2026 Restricted Stock Units at $0, which vest in thirds annually beginning in February 2027 and convert 1-for-1 into common stock.

She also received 49,903 2026 Performance Shares at $0, representing a target award that will convert 1-for-1 into common stock in February 2029 based on ROE and adjusted book value per share performance for 2026–2028. In addition, 4,745 2023 Performance Shares were exercised into 4,190 shares of common stock, with 1,567 shares withheld at $102.20 per share to cover taxes. Following these transactions she directly owned 20,189 common shares and indirectly held 4 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^*

Frias Yanela

(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)
	EVP and CFO

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		4,190(1)	A	$0	21,756	D
Common Stock	02/09/2026		F		1,567(2)	D	$102.2	20,189	D
Common Stock								4(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		16,635		(5)	(5)	Common Stock	16,635	$0	16,635	D
2026 Performance Shares	$0(6)	02/09/2026		A		49,903		(7)	(7)	Common Stock	49,903	$0	49,903	D
2023 Performance Shares	(1)	02/09/2026		M			4,745	(1)	(1)	Common Stock	4,745	$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 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2024, 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
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 equity awards did Prudential (PRU) CFO Yanela Frias receive on February 9, 2026?

On February 9, 2026, Prudential CFO Yanela Frias received 16,635 2026 Restricted Stock Units and 49,903 2026 Performance Shares, both at $0 per unit. These awards are part of her long-term incentive compensation and convert into common stock on a 1-for-1 basis, subject to vesting and performance.

How do the 2026 Restricted Stock Units granted to Prudential CFO vest?

The 16,635 2026 Restricted Stock Units granted to Prudential’s CFO vest in three equal installments. Vesting occurs at a rate of one-third per year, beginning in February 2027. Once vested, each unit converts into one share of Prudential Financial common stock, providing long-term equity alignment.

What performance conditions apply to Yanela Frias’s 2026 Performance Shares at Prudential (PRU)?

The 49,903 2026 Performance Shares are a target award. The actual shares delivered in February 2029 will depend on Prudential’s return on equity versus a peer group and growth in adjusted book value per share over the 2026–2028 period, as determined by the Compensation and Human Capital Committee.

What happened to Prudential CFO’s 2023 Performance Shares in this Form 4?

On February 9, 2026, 2023 Performance Shares were exercised, converting 4,745 derivative units into 4,190 shares of Prudential common stock at $0. This reflects settlement of a prior performance-based equity grant, moving value from derivative form into direct common share ownership for the CFO.

Why were 1,567 Prudential (PRU) shares disposed of in the Form 4 filing?

The 1,567 Prudential common shares were disposed of to cover tax obligations. They were withheld at $102.20 per share as payment of tax liability related to equity vesting or conversion, a common administrative transaction rather than an open-market sale initiated for portfolio reasons.

How many Prudential shares does CFO Yanela Frias own after these transactions?

After the reported transactions, Prudential CFO Yanela Frias directly owned 20,189 shares of common stock. She also indirectly held 4 additional shares through a 401(k) plan. These holdings reflect her post-transaction equity stake reported in the Form 4 filing for February 9, 2026.