PFH (NYSE: PFH) EVP receives 2026 RSU and performance share awards

Rhea-AI Filing Summary

Case Scott reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial executive Case Scott, an Executive Vice President, reported equity awards tied to the company’s stock. On 02/09/2026, Scott received 8,941 2026 Restricted Stock Units and 26,823 2026 Performance Shares, each convertible into common stock on a 1-to-1 basis.

The restricted stock units vest in three equal annual installments beginning in February 2027, encouraging longer-term retention. The performance shares represent a target amount, with the actual number to be determined in February 2029 based on return-on-equity performance versus peers and growth in adjusted book value per share over the 2026–2028 period.

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^*

Case Scott

(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

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(1)	02/09/2026		A		8,941		(2)	(2)	Common Stock	8,941	$0	8,941	D
2026 Performance Shares	$0(3)	02/09/2026		A		26,823		(4)	(4)	Common Stock	26,823	$0	26,823	D

Explanation of Responses:

1. The Restricted Stock Units convert to common stock on a 1 to 1 basis.

2. The Restricted Stock Units will vest 1/3 per year beginning in February 2027.

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

4. 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).
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FAQ

What insider transaction did PFH report for Executive Vice President Case Scott?

PFH reported that Executive Vice President Case Scott received equity awards on 02/09/2026. He was granted 8,941 2026 Restricted Stock Units and 26,823 2026 Performance Shares, both tied to Prudential Financial common stock on a one-for-one conversion basis, as part of his compensation.

How many restricted stock units were granted to PFH executive Case Scott?

Case Scott received 8,941 2026 Restricted Stock Units linked to PFH’s underlying common stock. These units are granted at a price of $0 per unit and convert into an equal number of common shares, aligning the executive’s compensation with future company performance and share value.

When do Case Scott’s PFH restricted stock units vest?

The 2026 Restricted Stock Units granted to Case Scott vest in three equal installments. Vesting begins in February 2027 and continues annually thereafter, which encourages long-term retention and ties compensation to the company’s ongoing performance over multiple years rather than a single date.

What performance conditions apply to PFH’s 2026 Performance Shares granted to Case Scott?

The 26,823 2026 Performance Shares represent a target number of PFH shares. The Compensation and Human Capital Committee will determine the actual payout in February 2029 based on return-on-equity versus a peer group and growth in adjusted book value per share during 2026–2028.

How do the PFH 2026 Performance Shares convert into common stock for Case Scott?

Each 2026 Performance Share for PFH converts into one share of common stock. However, the final number of shares Case Scott receives will depend on the company’s ROE performance relative to peers and adjusted book value per share growth over the 2026–2028 performance period.

Are Case Scott’s PFH equity awards reported as direct or indirect ownership?

The Form 4 indicates that Case Scott’s 2026 Restricted Stock Units and 2026 Performance Shares are held as direct ownership. The reporting shows 8,941 restricted stock units and 26,823 performance shares beneficially owned directly following the reported grant transactions on 02/09/2026.