Prudential Financial (NYSE: PRU) EVP receives new stock awards

Rhea-AI Filing Summary

Prudential Financial executive Ann M. Kappler, EVP and General Counsel, reported several equity compensation transactions dated February 9, 2026. She received grants of 8,244 restricted stock units and 24,731 performance shares, each convertible into common stock on a 1-for-1 basis. The performance share amounts are tied to the company’s return on equity and adjusted book value growth versus preset goals over multi‑year performance periods determined by the Compensation and Human Capital Committee. She also exercised 2023 performance shares, resulting in 17,636 shares of common stock, with 7,277 shares withheld at $102.20 per share to cover taxes. After these transactions, she directly holds 31,865 shares of common stock and indirectly holds 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

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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^*

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)
02/09/2026

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		17,636(1)	A	$0	39,142	D
Common Stock	02/09/2026		F		7,277(2)	D	$102.2	31,865	D
Common Stock								884(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		8,244		(5)	(5)	Common Stock	8,244	$0	8,244	D
2026 Performance Shares	$0(6)	02/09/2026		A		24,731		(7)	(7)	Common Stock	24,731	$0	24,731	D
2023 Performance Shares	$0(1)	02/09/2026		M			19,972	(1)	(1)	Common Stock	19,972	$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 21 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2025, 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
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FAQ

What insider transactions did Prudential Financial EVP Ann M. Kappler report?

Ann M. Kappler reported equity compensation activity, including grants of restricted stock units and performance shares, plus an exercise of earlier performance shares into common stock, with a portion of shares withheld to cover taxes. These transactions reflect routine executive compensation rather than open-market buying or selling.

How many restricted stock units did PRU executive Ann M. Kappler receive?

She received a grant of 8,244 restricted stock units that convert into Prudential Financial common stock on a one‑for‑one basis. These units are scheduled to vest in three equal installments beginning in February 2027, aligning compensation with multi‑year service and performance at the company.

What are the details of Ann M. Kappler’s 2026 performance share grant at Prudential Financial?

She was granted 24,731 performance shares, convertible one‑for‑one into common stock. This figure is a target; the actual number will be set in February 2029 based on Prudential’s return on equity and adjusted book value growth versus predefined performance goals for 2026 through 2028.

How many Prudential Financial shares did Ann M. Kappler acquire through performance share conversion?

She exercised 2023 performance shares, resulting in the acquisition of 17,636 shares of common stock. These shares arose from a derivative equity award converting into common shares at no exercise price, reflecting compensation earned over a defined performance period set by the company’s committee.

Why were 7,277 Prudential Financial shares disposed of in Ann M. Kappler’s Form 4?

The Form 4 shows 7,277 common shares designated with code F as disposed of solely to satisfy tax obligations. These shares were withheld at a price of $102.20 per share, meaning they covered exercise- or award-related tax liabilities rather than representing an open‑market sale.

What is Ann M. Kappler’s Prudential Financial share ownership after these transactions?

Following the reported transactions, she directly owns 31,865 shares of Prudential Financial common stock. In addition, she has 884 shares held indirectly through a 401(k) plan, reflecting retirement-related holdings accumulated under The Prudential Employee Savings Plan over time.