KAPPLER ANN M 4
4 · PRUDENTIAL FINANCIAL INC · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Prudential (PRU) EVP/General Counsel Ann Kappler Exercises Options, Receives Awards
What Happened
Ann M. Kappler, EVP and General Counsel of Prudential Financial, reported multiple equity transactions on 2026-02-09. She exercised/converted derivatives that resulted in acquisition and disposition entries and received equity awards (restricted stock units and performance shares). A total of 7,277 shares were withheld to cover tax obligations, representing proceeds of approximately $743,709. The filing (dated 2026-02-11) appears to have been submitted within the typical two-business-day window.
Key Details
- Transaction date: 2026-02-09 (Form 4 filed 2026-02-11).
- Exercise/conversion (code M): 17,636 shares acquired; 19,972 shares reported as disposed (net/settlement mechanics reflected on the Form). No per-share exercise price reported for those entries ($0.00 shown).
- Tax withholding (code F): 7,277 shares withheld at $102.20 per share = $743,709 withheld for taxes. (Footnote F2: shares withheld for tax payment.)
- Awards (code A): 8,244 shares (RSUs) and 24,731 shares (performance shares) granted with $0.00 per-share reporting (derivative awards).
- Additional note: 21 shares were acquired under the Prudential Employee Savings Plan between 6/30/2025 and 12/31/2025 (Footnote F3).
- Footnotes summary:
- F1: Performance determination for 2023–2025 ROE and adjusted book value growth influenced award sizing.
- F4/F6: RSUs and performance shares convert to common stock on a 1:1 basis.
- F5: RSUs vest one-third per year beginning Feb 2027.
- F7: A target number of future performance shares is subject to 2026–2028 performance and will be finalized Feb 2029.
- Shares owned after the transactions are not shown in the provided data.
Context
This was primarily an equity award conversion/exercise event with routine tax-withholding. The withheld shares to cover taxes are a standard administrative step and represent the only material cash value reported (~$743,709). Performance-share payouts and RSU vesting are subject to committee determinations and vesting/measurement schedules (see footnotes), so future share receipts may vary.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-09+17,636→ 39,142 total - Tax Payment
Common Stock
[F2]2026-02-09$102.20/sh−7,277$743,709→ 31,865 total - Award
2026 Restricted Stock Units
[F4][F5]2026-02-09+8,244→ 8,244 totalExercise: $0.00→ Common Stock (8,244 underlying) - Award
2026 Performance Shares
[F6][F7]2026-02-09+24,731→ 24,731 totalExercise: $0.00→ Common Stock (24,731 underlying) - Exercise/Conversion
2023 Performance Shares
[F1]2026-02-09−19,972→ 0 totalExercise: $0.00→ Common Stock (19,972 underlying)
- 884(indirect: By 401(k))
Common Stock
[F3]
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 21 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2025, 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.