Feeney Caroline 4
4 · PRUDENTIAL FINANCIAL INC · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Prudential (PRU) EVP Caroline Feeney Exercises Awards, Withholds Shares
What Happened Caroline Feeney, Executive Vice President of Prudential Financial (PRU), reported multiple derivative conversions and equity awards on 2026-02-09. The filing shows:
- 23,728 shares acquired via exercise/conversion of derivative awards (reported at $0.00 per share).
- 17,613 restricted stock units (RSUs) and 52,838 performance-share awards granted (both reported as derivative awards, $0.00 per share).
- 12,122 shares disposed/withheld to satisfy tax obligations at $102.20 per share, generating $1,238,868 in tax withholding.
- An additional exercise/conversion line reports 26,872 shares as disposed at $0.00 (reported with no cash proceeds in this filing).
Most activity reflects awards and conversions (not an open-market purchase). The share withholding for taxes (F) is a routine disposition to cover tax liabilities.
Key Details
- Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (appears timely).
- Tax withholding: 12,122 shares @ $102.20 = $1,238,868 (footnote F2: shares withheld to pay taxes).
- Awards: RSUs convert 1:1 to common stock and vest 1/3 per year beginning Feb 2027 (F3, F4).
- Performance shares: target amounts reported; final payout for the 2026–2028 performance period will be determined by the Compensation and Human Capital Committee in Feb 2029 (F5, F6). For the 2023–2025 period, prior performance determined awards (F1).
- Transaction codes: M = exercise/conversion of derivative, A = grant/award, F = payment of exercise price/tax liability.
- Shares owned after the reported transactions are not disclosed in the supplied data.
Context
- The $0.00 exercise/conversion price entries typically indicate conversion/settlement of equity awards (RSUs or performance shares) rather than a cash option purchase.
- Withholding shares to pay taxes is common and does not necessarily signal a change in insider sentiment.
- Performance awards may convert to a different final share count depending on committee-determined performance results for the applicable periods.
Insider Transaction Report
Form 4
Feeney Caroline
Executive Vice President
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-09+23,728→ 77,246.53 total - Tax Payment
Common Stock
[F2]2026-02-09$102.20/sh−12,122$1,238,868→ 65,124.53 total - Award
2026 Restricted Stock Units
[F3][F4]2026-02-09+17,613→ 17,613 totalExercise: $0.00→ Common Stock (17,613 underlying) - Award
2026 Performance Shares
[F5][F6]2026-02-09+52,838→ 52,838 totalExercise: $0.00→ Common Stock (52,838 underlying) - Exercise/Conversion
2023 Performance Shares
[F1]2026-02-09−26,872→ 0 totalExercise: $0.00→ Common Stock (26,872 underlying)
Holdings
- 8,809(indirect: By 401(k))
Common Stock
Footnotes (6)
- [F1]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.
- [F2]Represents shares withheld for the payment of taxes.
- [F3]The Restricted Stock Units convert to common stock on a 1 to 1 basis.
- [F4]The Restricted Stock Units will vest 1/3 per year beginning in February 2027.
- [F5]The performance shares convert to common stock on a 1 to 1 basis.
- [F6]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.
Signature
/s/ Richard J. Baker, attorney-in-fact|2026-02-11