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PRUDENTIAL FINANCIAL INC·4

Feb 11, 4:41 PM ET

Lowrey Charles F 4

4 · PRUDENTIAL FINANCIAL INC · Filed Feb 11, 2026

Research Summary

AI-generated summary of this filing

Updated

Prudential (PRU) Chairman Charles Lowrey Exercises Awards, Sells 44,703 Shares

What Happened Charles F. Lowrey, Chairman of the Board and a director of Prudential Financial, converted/exercised equity awards into common stock and received new awards on Feb 9, 2026. As part of the settlement, 44,703 shares were withheld/sold to cover tax obligations at $102.20 per share, yielding $4,568,647. The filing also reports multiple award-related conversions/grants (totaling several tens of thousands of shares) with $0 per-share exercise price because these were conversions/grants of restricted or performance-based awards rather than cash option purchases.

Key Details

  • Transaction date: 2026-02-09; Form 4 filed: 2026-02-11 (timely).
  • Tax-withheld sale: 44,703 shares disposed at $102.20 = $4,568,647 (transaction code F).
  • Conversions/awards: reported exercises/conversions and awards include 83,367 shares acquired (M), grants of 4,893 and 14,678 shares (A), and a reported 94,413-share conversion/disposition (M). Prices shown as $0 reflect conversion of derivative awards (not cash purchases).
  • Notable footnotes:
    • F1/F6/F7: Performance-share amounts depend on Prudential’s ROE vs. peers and growth in adjusted book value per share for specified performance periods; some amounts reported are target amounts to be fixed later.
    • F4/F5: Restricted stock units convert 1:1 to common stock and vest 1/3 per year beginning Feb 2027.
    • F2: 44,703 shares were withheld to satisfy tax withholding.
    • F3: Filing amount adjusted to include 3 shares acquired via the employee savings plan (minor).
  • Shares owned after the transactions: not specified in the provided summary — see the full Form 4 for post-transaction holdings.

Context

  • This filing reflects award conversions and routine tax-withholding share dispositions (common for RSU/performance-share settlements), rather than an open-market purchase or voluntary sale for investment reasons. For derivative/award items: M = exercise/conversion of derivatives; A = grant/award; F = payment of exercise price or tax liability (withholding). Check the full Form 4 for details on the specific award plans and the exact post-transaction ownership.

Insider Transaction Report

Form 4
Period: 2026-02-09
PRUDENTIAL FINANCIAL INCPRU
Lowrey Charles F
DirectorChairman of the Board
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-09+83,367→ 248,931 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-09$102.20/sh−44,703$4,568,647→ 204,228 total
  • Award

    2026 Restricted Stock Units

    [F4][F5]
    2026-02-09+4,893→ 4,893 total
    Exercise: $0.00→ Common Stock (4,893 underlying)
  • Award

    2026 Performance Shares

    [F6][F7]
    2026-02-09+14,678→ 14,678 total
    Exercise: $0.00→ Common Stock (14,678 underlying)
  • Exercise/Conversion

    2023 Performance Shares

    [F1]
    2026-02-09−94,413→ 0 total
    Exercise: $0.00→ Common Stock (94,413 underlying)
Holdings

  • Common Stock

    [F3]
    (indirect: By 401(k))
    314
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 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 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.
Signature
/s/ Richard J. Baker, attorney-in-fact|2026-02-11

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT