SULLIVAN ANDREW F 4

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.