Prudential Financial (PFH) EVP Feeney details RSU vesting, tax shares

Rhea-AI Filing Summary

Prudential Financial Executive Vice President Caroline Feeney reported equity award activity in company stock. On January 12, 2026, 60,761 restricted stock units granted on 1/12/21 vested and converted into an equal number of shares of common stock at an exercise price of $0, reflecting previously awarded compensation rather than an open‑market purchase. On the same date, 29,859 shares were withheld at $117.74 per share to cover taxes, reducing the net shares she holds directly.

After these transactions, Feeney beneficially owned 53,518.53 shares of Prudential common stock directly, plus 8,809 shares held indirectly through a 401(k) plan. The 401(k) amount includes 86 shares acquired under The Prudential Employee Savings Plan between September 30, 2025 and December 31, 2025 under exemptions from Section 16.

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^*

Feeney Caroline

(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)
01/12/2026

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	01/12/2026		M		60,761(1)	A	$0	83,377.53	D
Common Stock	01/12/2026		F		29,859(2)	D	$117.74	53,518.53	D
Common Stock								8,809(3)	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
1/12/21 Restricted Stock Units	(4)	01/12/2026		M			60,761	(5)	(5)	Common Stock	60,761	$0	0	D

Explanation of Responses:

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

2. Represents shares withheld for the payment of taxes.

3. Amount reported has been adjusted to include 86 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2025 and December 31, 2025 based on a plan statement dated December 31, 2025. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

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

5. The Restricted Stock Units vested on 1/12/26.

	/s/ Richard J. Baker, attorney-in-fact	01/14/2026
	** 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 did Prudential Financial EVP Caroline Feeney report in this Form 4 for PFH?

Caroline Feeney reported the vesting of 60,761 restricted stock units into Prudential common stock and the withholding of 29,859 shares to pay taxes.

How many Prudential shares did Caroline Feeney’s RSUs convert into?

The 1/12/21 Restricted Stock Units converted into 60,761 shares of common stock on a 1 to 1 basis when they vested on January 12, 2026.

At what price were shares withheld for taxes in Caroline Feeney’s Form 4 for PFH?

29,859 shares of Prudential common stock were withheld for taxes at a price of $117.74 per share, as shown in the filing.

How many Prudential shares does Caroline Feeney own after these transactions?

Following the reported transactions, she directly owned 53,518.53 shares of common stock and indirectly held 8,809 shares through a 401(k) plan.

What does the 401(k) holding in Caroline Feeney’s Form 4 represent?

The 8,809 shares are held indirectly "By 401(k)" and include 86 shares acquired under The Prudential Employee Savings Plan between September 30, 2025 and December 31, 2025.

Was this Form 4 for PFH an open-market stock purchase or sale by Caroline Feeney?

No. The Form 4 reflects vesting of restricted stock units and shares withheld for taxes, not an open-market buy or sell order.