Feeney Caroline 4

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.