Prudential Financial (NYSE: PFH) EVP granted stock awards, settles taxes

Rhea-AI Filing Summary

Prudential Financial Inc. executive vice president Vicki Walia reported multiple equity compensation transactions. She received grants of 8,684 restricted stock units and 26,052 performance shares, both at $0 per unit, which each convert into common stock on a one-for-one basis.

The 2026 restricted stock units vest in three equal annual installments beginning in February 2027. The 2026 performance share grant reflects a target number; the actual shares to be earned in February 2029 will depend on company return on equity and adjusted book value per share performance for 2026–2028.

Walia also exercised 872 performance shares, receiving 770 shares of common stock, and had 263 shares withheld at $102.2 per share to cover taxes, leaving her with 3,668 common shares held directly.

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^*

Walia Vicki

(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)
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		770(1)	A	$0	3,931	D
Common Stock	02/09/2026		F		263(2)	D	$102.2	3,668	D

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(3)	02/09/2026		A		8,684		(4)	(4)	Common Stock	8,684	$0	8,684	D
2026 Performance Shares	$0(5)	02/09/2026		A		26,052		(6)	(6)	Common Stock	26,052	$0	26,052	D
2023 Performance Shares	(1)	02/09/2026		M			872	(1)	(1)	Common Stock	872	$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. 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 in February 2027.

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

6. 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
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 (PFH) executive Vicki Walia report in this Form 4?

Vicki Walia reported new equity awards and related share movements. She received 8,684 restricted stock units, 26,052 performance shares, exercised 872 performance shares into 770 common shares, and had 263 shares withheld for taxes, ending with 3,668 common shares held directly.

How many restricted stock units were granted to Vicki Walia at Prudential Financial (PFH)?

Vicki Walia was granted 8,684 restricted stock units at a conversion price of $0. These units convert into Prudential common stock on a one-for-one basis and will vest in three equal annual installments starting in February 2027, subject to continued service and plan terms.

What are the terms of Vicki Walia’s 2026 performance share grant at Prudential Financial (PFH)?

The 2026 performance share grant totals 26,052 target shares. They convert into common stock on a one-for-one basis, with the actual number determined in February 2029 based on company return on equity and adjusted book value per share performance for 2026 through 2028.

How were performance results used for Vicki Walia’s awards at Prudential Financial (PFH)?

Performance results drive the share amounts earned. The Compensation and Human Capital Committee considers Prudential’s return on equity versus a peer group and growth in adjusted book value per share over multi-year periods to determine final shares for performance awards.

Why were 263 Prudential Financial (PFH) shares withheld from Vicki Walia’s Form 4 transactions?

The 263 shares were withheld solely for tax purposes. The filing states these common shares, valued at $102.2 per share, were retained by the company to satisfy tax obligations arising from equity transactions, rather than being sold on the open market.

How many Prudential Financial (PFH) common shares does Vicki Walia hold after these transactions?

After the reported transactions, Vicki Walia directly holds 3,668 Prudential common shares. This figure reflects the 770 shares received from exercising performance shares and the 263 shares withheld for taxes, as disclosed in the non-derivative securities table.