Frias Yanela 4

4 · PRUDENTIAL FINANCIAL INC · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

Prudential (PRU) CFO Yanela Frias Exercises Options, Receives Awards

What Happened

Yanela Frias, EVP and CFO of Prudential Financial (PRU), reported multiple equity transactions on Feb 9, 2026. She exercised/converted derivative awards and received new restricted/performance share awards. As part of the transactions, 1,567 shares were withheld to cover tax obligations, valued at $102.20 per share (~$160,147).
Details reported: converted 8,935 derivative units (4,190 shares acquired; 4,745 shares surrendered/disposed), and was granted 16,635 and 49,903 shares (total 66,538) as restricted stock units / performance shares. Most items show $0 per-share price because these were awards or conversions rather than open-market purchases.

Key Details

Transaction date: February 9, 2026 (Form 4 filed Feb 11, 2026; no late filing indicated).
Tax withholding: 1,567 shares withheld at $102.20 = $160,147 (footnote F2).
Derivative conversions: 4,190 shares acquired and 4,745 shares disposed/surrendered (codes M: exercise/conversion).
Grants/awards: 16,635 and 49,903 RSUs/performance shares granted (codes A); total granted = 66,538 shares.
Conversion/vesting mechanics: RSUs and performance shares convert 1-for-1 to common stock (F4, F6). RSUs vest 1/3 per year starting Feb 2027 (F5).
Performance determination: The number of performance shares was set based on Prudential’s ROE vs. peers and growth in adjusted book value per share for the 2023–2025 period (F1). A separate footnote explains how future performance awards are target-based and will be finalized after their performance period (F7).
Minor update: filing includes a one-share plan acquisition adjustment from the employee savings plan (F3).
Shares owned after the transactions: not specified in the filing.

Context

These transactions are largely compensation-related (awards and conversions), not open-market buying or selling meant as a personal investment signal. The withholding of shares to cover taxes is routine after exercises/vests and does not necessarily indicate selling for investment reasons.
Performance awards are tied to company ROE and adjusted book value goals; RSUs have multi-year vesting, so the awarded shares will vest over time rather than being immediately liquid.

Form 4

Period: 2026-02-09

EVP and CFO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-09+4,190→ 21,756 total
Tax Payment
Common Stock
[F2]
2026-02-09$102.20/sh−1,567$160,147→ 20,189 total
Award
2026 Restricted Stock Units
[F4][F5]
2026-02-09+16,635→ 16,635 total
Exercise: $0.00→ Common Stock (16,635 underlying)
Award
2026 Performance Shares
[F6][F7]
2026-02-09+49,903→ 49,903 total
Exercise: $0.00→ Common Stock (49,903 underlying)
Exercise/Conversion
2023 Performance Shares
[F1]
2026-02-09−4,745→ 0 total
→ Common Stock (4,745 underlying)

Holdings

Footnotes (7)

[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]Amount reported has been adjusted to include 1 share 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).
[F4]The Restricted Stock Units convert to common stock on a 1 to 1 basis.
[F5]The Restricted Stock Units will vest 1/3 per year beginning in February 2027.
[F6]The performance shares convert to common stock on a 1 to 1 basis.
[F7]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

1 file