CASELLAS GILBERT F reported acquisition or exercise transactions in this Form 4 filing.
Prudential Financial director Gilbert F. Casellas received routine equity-based compensation awards. He was granted 640 notional shares under the mandatory deferred compensation plan for non-employee directors at a reference price of $92.34 per share, each unit representing the right to one share of common stock or its economic equivalent. He also received 26 restricted stock units, each representing a contingent right to one PRU common share, also at $92.34. The restricted stock units vest at the earlier of the next annual meeting or on May 13, 2026. Following these grants, his reported holdings increased to 42,880 notional deferred stock units and 1,765 restricted stock units, all held directly and reflecting compensation rather than open-market purchases or sales.
Prudential Financial, Inc. announced a major leadership change, with Executive Chairman and director Charles F. Lowrey resigning from the board effective immediately on March 10, 2026. He will remain as Senior Advisor until his planned retirement at the end of the second quarter of 2026.
The Board appointed Andrew F. Sullivan, currently President and Chief Executive Officer, to the additional role of Chairman of the Board, effective March 10, 2026. The company highlights Lowrey’s 25 years of service and notes Prudential manages approximately $1.6 trillion in assets under management as of December 31, 2025.
Prudential Financial Inc. reported that Chief Executive Officer Andrew F. Sullivan acquired additional deferred compensation share units under a company plan. On the reported date, he received 2,329 Deferred Compensation Shares at a reference price of $97.12 per share, bringing his holdings in this instrument to 12,111 units.
According to the disclosure, these Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1-to-1 basis. They are deemed immediately exercisable and are payable in cash at a date selected by the participant, rather than being settled in stock at the time of grant.
Prudential Financial’s Japanese subsidiary, Prudential Gibraltar Financial Life Insurance Co., reported that 11 seconded employees removed agency information without permission from seven contracted financial institution agencies, covering 379 instances. The data mainly involved operational details such as life insurance sales performance and product information.
The company’s investigation, reviewed by an external law firm, found no issues that would raise concerns under the Unfair Competition Prevention Act and no inappropriate removal of contract information. One inadvertent inclusion of customer data was identified, destroyed after discovery, and addressed by the agency in line with applicable laws.
Prudential’s unit will end secondments involved in life insurance sales activities to recruitment agencies by the end of March 2026, enhance compliance training and oversight, and strengthen cooperation between Compliance and Sales. The current and former presidents and two directors will voluntarily return 5–10% of one month’s remuneration.
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.
Prudential Financial Executive Vice President George P. Waldeck Jr. reported multiple equity award transactions. Restricted stock units from 2023, 2024, and 2025 grants vested and converted into common stock on a 1-to-1 basis, with 544, 558, and 550 shares withheld to pay taxes at $98.38 per share. After these transactions, he directly holds 69,833 common shares and indirectly holds 350 shares through a 401(k).
Prudential Financial’s CEO Andrew F. Sullivan reported multiple equity compensation transactions. Several tranches of restricted stock units vested and converted into common stock on February 28, 2026, including 4,035 units from 2023 awards, 3,959 units from 2024 awards, and 3,717 units from 2025 awards, each on a 1-to-1 basis.
To cover tax obligations, shares of common stock were withheld, including 1,954 shares, 1,916 shares, and 1,798 shares at a price of $98.38 per share. After these transactions, Sullivan continued to hold common stock directly and also had 456 shares held indirectly through a 401(k) plan.
Prudential Financial Inc. senior vice president Timothy L. Schmidt reported multiple equity award events on common stock dated February 28, 2026. Previously granted 2023, 2024, and 2025 Restricted Stock Units vested and converted into common stock on a 1-to-1 basis, increasing his direct holdings.
Some of the newly delivered shares were automatically withheld to pay taxes, which is reflected as dispositions rather than open-market sales. After these vesting and tax-withholding transactions, he directly held 20,309 shares of common stock and indirectly held 310 shares through a 401(k) plan.
Prudential Financial chairman Charles F. Lowrey reported vesting and conversion of multiple restricted stock unit awards into common stock. On February 28, 2026, 2023, 2024 and 2025 RSUs converted to common shares on a 1-to-1 basis, consistent with their scheduled vesting dates. A portion of the resulting common shares was withheld at $98.38 per share to cover tax obligations, which is recorded as a disposition but does not represent an open-market sale. Following these transactions, Lowrey directly owned 219,275 common shares and held an additional 314 shares indirectly through a 401(k) plan.
Prudential Financial Inc. executive vice president and general counsel Ann M. Kappler reported multiple equity compensation transactions dated February 28, 2026. Previously granted 2023, 2024 and 2025 restricted stock units vested and were exercised or converted into common stock on a 1-to-1 basis, increasing her direct common share holdings through several “M” transactions. To cover tax obligations, she disposed of blocks of common stock in “F” transactions totaling 1,034, 1,165 and 1,098 shares at $98.38 per share, characterized as shares withheld for the payment of taxes. After these transactions, she directly owned 35,639 shares of common stock and indirectly held 884 shares through a 401(k) plan.