SULLIVAN ANDREW F 4

4 · PRUDENTIAL FINANCIAL INC · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

Prudential (PRU) CEO Andrew F. Sullivan Exercises Options, Receives Awards

What Happened

Andrew F. Sullivan, CEO of Prudential Financial, reported multiple derivative and award transactions dated 2026-02-09. He converted/exercised derivatives (reported as "M"), received restricted stock unit (RSU) and performance-share awards (reported as "A"), and had 14,964 shares withheld to cover taxes (reported as "F") — the withheld shares were disposed at $102.20 each for a total tax-withholding value of $1,529,321.
Specifics reported: 32,065 shares acquired via exercise/conversion (M); 32,290 RSUs granted (A); 96,869 performance-share units granted (A); 36,313 shares reported as disposed via conversion/exercise (M); and 14,964 shares withheld/disposed for taxes at $102.20 (F). The grants and units are reported as derivative awards (convert 1:1 to common stock).

Key Details

Transaction date: February 9, 2026. Filing date: February 11, 2026 (filing appears timely).
Tax withholding: 14,964 shares withheld at $102.20/share = $1,529,321 (footnote F2: shares withheld to pay taxes).
Awards: 32,290 RSUs (convert 1-for-1; vest 1/3 per year starting Feb 2027 — F4, F5) and 96,869 performance shares (target amount; actual payout depends on ROE and adjusted book value growth for 2023–2025 — F1, F6, F7).
Shares owned after the transactions are not specified in the provided summary of the filing.
Codes explained: M = option/derivative exercise or conversion; A = award/grant; F = payment for tax liability (withholding). No 10b5-1 plan or late filing indicator was noted.

Context

This filing mainly reflects awards and the conversion/exercise of equity-based compensation, with a routine withholding sale to cover tax obligations — common for executives receiving RSUs or performance shares. Such withholding sales are administrative and do not necessarily signal a discretionary sale decision by the insider. The performance shares are subject to future performance-based determination and vesting schedules.

Form 4

Period: 2026-02-09

Chief Executive Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-09+32,065→ 59,137 total
Tax Payment
Common Stock
[F2]
2026-02-09$102.20/sh−14,964$1,529,321→ 44,173 total
Award
2026 Restricted Stock Units
[F4][F5]
2026-02-09+32,290→ 32,290 total
Exercise: $0.00→ Common Stock (32,290 underlying)
Award
2026 Performance Shares
[F6][F7]
2026-02-09+96,869→ 96,869 total
Exercise: $0.00→ Common Stock (96,869 underlying)
Exercise/Conversion
2023 Performance Shares
[F1]
2026-02-09−36,313→ 0 total
Exercise: $0.00→ Common Stock (36,313 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 31 shares 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

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