Prudential Financial (NYSE: PFH) sets 2026 executive incentive plans

Rhea-AI Filing Summary

Prudential Financial, Inc. filed a current report describing updates to its executive compensation programs. The company approved Annual Incentive Payment Criteria for executive officers for awards granted in 2026 based on 2025 performance under its Annual Incentive Program.

Prudential also outlined terms and conditions for 2026 awards to executive officers under its 2021 Omnibus Incentive Plan, covering performance shares and restricted stock units in its 2026 Long-Term Incentive Program. These program details are provided in Exhibits 10.1 and 10.2.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2026

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

New Jersey		001-16707		22-3703799
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S Employer Identification Number)

751 Broad Street

Newark, New Jersey 07102

(Address of principal executive offices and zip code)

(973) 802-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, Par Value $.01		PRU		New York Stock Exchange
5.950% Junior Subordinated Notes		PRH		New York Stock Exchange
5.625% Junior Subordinated Notes		PRS		New York Stock Exchange
4.125% Junior Subordinated Notes		PFH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2026 Annual Incentive Program

Attached as Exhibit 10.1 and incorporated herein by reference are the Annual Incentive Payment Criteria for Executive Officers relating to annual incentive awards under the Company’s Annual Incentive Program, effective for awards in 2026 in respect of 2025.

2026 Long-Term Incentive Program

Attached as Exhibit 10.2 and incorporated herein by reference is the Form of Terms and Conditions relating to awards to executive officers in 2026 under the Company’s 2021 Omnibus Incentive Plan of performance shares and restricted stock units under the Company’s 2026 Long-Term Incentive Program.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1		Annual Incentive Payment Criteria for Executive Officers effective for awards in 2026 in respect of 2025
10.2		Form of Terms and Conditions relating to awards to executive officers in 2026 under the 2021 Omnibus Incentive Plan of performance shares and restricted stock units under the 2026 Long-Term Incentive Program
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 11, 2026

PRUDENTIAL FINANCIAL, INC.
By:		/s/ Brian P. Spitser
Name:		Brian P. Spitser
Title:		Vice President and Assistant Secretary

FAQ

What did Prudential Financial (PFH) disclose in this 8-K filing?

Prudential Financial disclosed updates to its executive incentive compensation programs. It outlined Annual Incentive Payment Criteria for 2026 awards tied to 2025 performance and described terms for 2026 long-term awards of performance shares and restricted stock units under its 2021 Omnibus Incentive Plan.

What is Prudential Financial’s 2026 Annual Incentive Program for executives?

The 2026 Annual Incentive Program sets payment criteria for executive officers’ annual incentive awards. These awards will be granted in 2026 but are based on 2025 performance, using criteria described in the Annual Incentive Payment document attached as Exhibit 10.1 to the report.

How does Prudential Financial’s 2026 Long-Term Incentive Program work?

The 2026 Long-Term Incentive Program provides executive officers with long-term awards under the 2021 Omnibus Incentive Plan. It uses a Form of Terms and Conditions for performance shares and restricted stock units, detailed in Exhibit 10.2, to govern how those equity-based incentives are structured and administered.

Which plan governs Prudential Financial’s 2026 long-term executive awards?

Prudential Financial’s 2026 long-term executive awards are governed by its 2021 Omnibus Incentive Plan. Under this plan, executive officers may receive performance shares and restricted stock units in 2026, following the specific terms and conditions described in the attached long-term incentive exhibit.

Where can investors find details of Prudential’s 2026 executive incentive criteria?

Details are contained in the exhibits to the report. Exhibit 10.1 provides Annual Incentive Payment Criteria for executive officers, and Exhibit 10.2 provides the Form of Terms and Conditions for 2026 performance share and restricted stock unit awards under the 2021 Omnibus Incentive Plan.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 7.6 KB
• EX-10.2 EX-10.2 263.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.7 KB