SCHMIDT TIMOTHY L 4

What Happened
Timothy L. Schmidt, Senior Vice President of Prudential Financial (PRU), settled and converted equity awards on Feb 9, 2026 and also received new restricted and performance stock awards. Reported transactions include the acquisition/conversion of 10,176 shares (exercise/conversion of derivatives), conversion/settlement of an additional 11,524 derivative units (reported as disposed at $0), and grant awards of 4,492 and 10,480 derivative units (awards). To cover tax obligations, 3,796 shares were withheld at $102.20 per share, totaling $387,951.

Key Details

• Transaction date(s): Feb 9, 2026; Filing date: Feb 11, 2026 (appears timely).
• Reported movements:
  • Exercise/conversion (acquired): 10,176 shares @ $0.00
  • Exercise/conversion (disposed): 11,524 shares @ $0.00 (reported as derivative disposal)
  • Grant/award (acquired): 4,492 shares @ $0.00 (derivative)
  • Grant/award (acquired): 10,480 shares @ $0.00 (derivative)
  • Tax withholding (F): 3,796 shares withheld @ $102.20 = $387,951
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Transaction codes explained: M = option/exercise or conversion of derivative; A = award/grant; F = shares withheld to pay taxes.
• Relevant footnotes from the filing:
  • Awards/performance determined in part by Prudential’s ROE vs. peers and adjusted book value growth (performance testing for the applicable performance periods).
  • RSUs convert 1:1 to common stock and vest 1/3 per year beginning Feb 2027.
  • Performance shares convert 1:1; some performance awards are target amounts and final payout will be determined by future performance reviews.
  • 3 shares from the employee savings plan were added to prior-period holdings per plan statement.
• No indication in the provided data that this filing was late.

Context
This activity appears to be routine settlement and grant of equity compensation (conversion of vested/earned units and issuance of new RSU/performance awards), not an open-market buy or sale for cash (aside from the shares withheld to satisfy tax withholding). Tax-withholding via share retention is a common practice and not necessarily a signal of the insider’s view on the stock. Performance share payouts are contingent on future/observed company performance metrics (ROE and adjusted book value growth), so the ultimate number of shares from some awards may change based on those results.