Prudential Financial (NYSE: PRU) CEO awarded RSUs and performance shares

Rhea-AI Filing Summary

Prudential Financial Inc.’s Chief Executive Officer Andrew F. Sullivan reported multiple equity compensation transactions dated February 9, 2026. He received a grant of 32,290 2026 Restricted Stock Units and 96,869 2026 Performance Shares, both at $0 per unit, as long‑term incentive awards.

The 2026 RSUs convert into common stock on a 1‑for‑1 basis and vest in three equal annual installments beginning in February 2027. The 2026 Performance Shares also convert 1‑for‑1 into common stock; the 96,869 units represent a target amount, with the actual payout in February 2029 based on return on equity and adjusted book value per share performance for 2026–2028.

Sullivan also exercised 36,313 2023 Performance Shares, which converted into 32,065 shares of common stock, and 14,964 shares were withheld at $102.20 per share to cover taxes. After these transactions, he directly held 44,173 shares of common stock, plus 456 shares held 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^*

SULLIVAN ANDREW 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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
Common Stock	02/09/2026		M		32,065(1)	A	$0	59,137	D
Common Stock	02/09/2026		F		14,964(2)	D	$102.2	44,173	D
Common Stock								456(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
2026 Restricted Stock Units	$0(4)	02/09/2026		A		32,290		(5)	(5)	Common Stock	32,290	$0	32,290	D
2026 Performance Shares	$0(6)	02/09/2026		A		96,869		(7)	(7)	Common Stock	96,869	$0	96,869	D
2023 Performance Shares	$0(1)	02/09/2026		M			36,313	(1)	(1)	Common Stock	36,313	$0	0	D

Explanation of Responses:

1. The Compensation and Human Capital Committee determined the number of shares received based on the Company's return on equity ("ROE") performance relative to the ROE performance of a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2023 through 2025 performance period.

2. Represents shares withheld for the payment of taxes.

3. Amount reported has been adjusted to include 31 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2024, 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 will vest 1/3 per year beginning in February 2027.

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

7. 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
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FAQ

What equity awards did Prudential (PRU) CEO Andrew F. Sullivan receive on February 9, 2026?

Andrew F. Sullivan received 32,290 2026 Restricted Stock Units and 96,869 2026 Performance Shares at $0 per unit. These long‑term incentive awards are tied to future service and performance conditions, potentially increasing his ownership if targets are met.

How do Andrew F. Sullivan’s 2026 Restricted Stock Units from Prudential (PRU) vest?

The 32,290 2026 Restricted Stock Units vest in three equal annual installments beginning in February 2027. Each vested unit converts into one share of Prudential common stock, aligning the CEO’s compensation with longer‑term company performance and shareholder value over several years.

What performance conditions apply to the 96,869 2026 Performance Shares at Prudential (PRU)?

The 96,869 2026 Performance Shares are a target number. The actual shares issued in February 2029 will depend on Prudential’s return on equity and adjusted book value per share growth versus goals and a peer group over the 2026–2028 performance period.

What happened with Andrew F. Sullivan’s 2023 Performance Shares at Prudential (PRU)?

On February 9, 2026, 36,313 2023 Performance Shares were exercised and converted into common stock. This resulted in 32,065 shares of Prudential common stock being acquired, reflecting performance over the 2023–2025 period as determined by the Compensation and Human Capital Committee.

Why did Prudential (PRU) withhold 14,964 shares from Andrew F. Sullivan’s Form 4 transaction?

The 14,964 shares of common stock were withheld at $102.20 per share to pay applicable taxes on the equity award. This tax‑withholding disposition is a non‑market transaction typically used to satisfy withholding obligations without requiring the executive to sell shares in the open market.

How many Prudential (PRU) shares does CEO Andrew F. Sullivan own after these transactions?

Following the reported transactions, Andrew F. Sullivan directly owned 44,173 shares of Prudential common stock. In addition, he had an indirect holding of 456 shares through a 401(k) plan, reflecting retirement account investments in the company’s stock.

How were the 2023–2025 performance awards for Prudential (PRU) CEO determined?

The Compensation and Human Capital Committee based the 2023–2025 awards on Prudential’s return on equity versus a peer group and growth in adjusted book value per share. These metrics determined the number of shares delivered under the 2023 Performance Shares program reported in the Form 4.