Prudential Financial (PFH) EVP gets stock awards and withholds shares

Rhea-AI Filing Summary

Prudential Financial Executive Vice President George P. Waldeck Jr. reported multiple equity transactions on February 9, 2026. He received 6,605 restricted stock units and 15,411 performance shares, each convertible into common stock on a 1-to-1 basis, as long-term incentive awards.

On the same date, 12,371 2023 performance shares were exercised into 10,924 shares of common stock, and 3,939 shares of common stock at $102.2 per share were withheld to pay taxes. Following these transactions, he directly owned 65,897 common shares and indirectly held 350 shares through a 401(k).

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^*

Waldeck George P Jr.

(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)
02/09/2026

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		10,924(1)	A	$0	69,836	D
Common Stock	02/09/2026		F		3,939(2)	D	$102.2	65,897	D
Common Stock								350	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(3)	02/09/2026		A		6,605		(4)	(4)	Common Stock	6,605	$0	6,605	D
2026 Performance Shares	$0(5)	02/09/2026		A		15,411		(6)	(6)	Common Stock	15,411	$0	15,411	D
2023 Performance Shares	$0(1)	02/09/2026		M			12,371	(1)	(1)	Common Stock	12,371	$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. 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 in February 2027.

5. The performance shares convert to common stock on a 1 to 1 basis.

6. 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.
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FAQ

Who is the insider in this Form 4 for PFH and what is their role?

The insider is George P. Waldeck Jr., an Executive Vice President of Prudential Financial. He is an officer, not a director or 10% owner, and reported equity-based compensation and related share settlements on February 9, 2026.

What equity awards did George P. Waldeck Jr. receive in the PFH Form 4?

He received 6,605 restricted stock units and 15,411 performance shares on February 9, 2026. Both awards convert into Prudential Financial common stock on a 1-to-1 basis, subject to vesting and performance conditions set by the Compensation and Human Capital Committee.

How many Prudential (PFH) shares resulted from vested performance shares?

On February 9, 2026, 12,371 2023 performance shares were exercised or converted, resulting in 10,924 shares of common stock. This reflects equity earned based on performance metrics such as return on equity and adjusted book value per share growth for 2023–2025.

Why were some Prudential (PFH) shares disposed of in this Form 4?

The Form 4 shows 3,939 common shares with transaction code F at $102.2 per share. Footnotes explain this represents shares withheld to pay taxes related to the equity transactions, not an open-market sale for investment purposes.

What is George P. Waldeck Jr.’s share ownership after these PFH transactions?

After the reported activity, he directly held 65,897 shares of Prudential Financial common stock. In addition, he indirectly held 350 shares through a 401(k) plan, as disclosed in the ownership table of the Form 4 filing.

How do the new restricted stock units for PFH vest over time?

The 6,605 restricted stock units awarded in 2026 vest in three equal installments. Footnotes state they will vest at a rate of one-third per year, beginning in February 2027, with each vested unit converting into one share of common stock.

What performance conditions apply to the 2026 performance shares for PFH?

The 15,411 performance shares represent a target amount. The actual shares to be received in February 2029 will depend on Prudential’s return on equity and growth in adjusted book value per share versus goals and a performance peer group for 2026–2028.