Prudential Financial (NYSE: PRU) chair reports RSU vesting and tax withholding

Rhea-AI Filing Summary

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.

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^*

Lowrey Charles F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		M		10,491(1)	A	$0	214,719	D
Common Stock	02/28/2026		F		5,555(2)	D	$98.38	209,164	D
Common Stock	02/28/2026		M		11,086(1)	A	$0	220,250	D
Common Stock	02/28/2026		F		5,871(2)	D	$98.38	214,379	D
Common Stock	02/28/2026		M		10,408(1)	A	$0	224,787	D
Common Stock	02/28/2026		F		5,512(2)	D	$98.38	219,275	D
Common Stock								314	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
2023 Restricted Stock Units	$0(3)	02/28/2026		M			10,491	(4)	(4)	Common Stock	10,491	$0	0	D
2024 Restricted Stock Units	$0(3)	02/28/2026		M			11,086	(5)	(5)	Common Stock	11,086	$0	11,086	D
2025 Restricted Stock Units	$0(3)	02/28/2026		M			10,408	(6)	(6)	Common Stock	10,408	$0	20,817	D

Explanation of Responses:

1. Represents the vesting of previously awarded restricted stock units.

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 the last day of February 2024.

5. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2025.

6. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2026.

	/s/ Richard J. Baker, attorney-in-fact	03/03/2026
	** 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

What insider activity did Prudential Financial (PRU) report for Charles F. Lowrey?

Prudential Financial reported that Charles F. Lowrey had several restricted stock unit awards vest and convert into common stock on February 28, 2026. Some of the resulting shares were withheld to satisfy tax obligations rather than sold in the open market.

Did Charles F. Lowrey buy or sell Prudential Financial (PRU) stock in this Form 4?

The Form 4 shows Lowrey acquiring common shares through the exercise and conversion of restricted stock units. It also records dispositions of shares withheld at $98.38 per share to pay taxes, not discretionary open-market purchases or sales.

How many Prudential Financial (PRU) shares does Charles F. Lowrey hold after these transactions?

After the February 28, 2026 transactions, Lowrey directly owned 219,275 Prudential Financial common shares. He also held 314 additional shares indirectly through a 401(k) plan, as disclosed in the Form 4 insider filing.

What type of awards vested for Prudential Financial (PRU) chairman Charles F. Lowrey?

The filing shows vesting of 2023, 2024 and 2025 restricted stock units that convert into common stock on a 1-to-1 basis. Each award vests in one-third increments annually beginning on the last day of February in 2024, 2025 and 2026.

Were the share dispositions in the Prudential Financial (PRU) Form 4 tax-related?

Yes. The dispositions are coded as “F,” indicating shares were withheld to pay tax liabilities related to vested restricted stock units. Footnotes confirm these withheld shares represent tax payments, not elective sales into the market by Charles F. Lowrey.

How do the Prudential Financial (PRU) restricted stock units convert to common shares?

The restricted stock units convert into Prudential Financial common stock on a 1-to-1 basis. As the units vest on their scheduled dates, an equivalent number of common shares is issued, with some shares typically withheld to cover associated tax obligations.