Waldeck George P Jr. 4

What Happened
George P. Waldeck Jr., Executive Vice President of Prudential Financial (PRU), reported multiple equity transactions on 2026-02-09. The filing shows conversions/exercises of derivative awards (reported as "M") that resulted in 10,924 shares acquired and 12,371 shares reported as disposed (both at $0 per share). Separately, 6,605 restricted stock units (RSUs) and 15,411 performance share awards were granted (both $0 per-share grant values). To cover tax obligations, 3,939 shares were withheld at $102.20 per share, generating $402,566 in tax withholding (reported as code F).

Key Details

• Transaction dates: all reported for 2026-02-09; Form 4 filed 2026-02-11 (filing indicates late reporting).
• Specific entries reported:
  • Exercise/conversion (M) — 10,924 shares acquired @ $0.00
  • Tax withholding (F) — 3,939 shares withheld @ $102.20; value $402,566
  • Grant/award (A) — 6,605 RSUs @ $0.00 (derivative)
  • Grant/award (A) — 15,411 performance shares @ $0.00 (derivative)
  • Exercise/conversion (M) — 12,371 shares disposed @ $0.00 (derivative)
• Shares owned after the transactions: not specified in the provided filing details.
• Footnotes of note:
  • RSUs convert 1:1 to common shares and will vest 1/3 per year beginning Feb 2027 (F3, F4).
  • Performance shares convert 1:1 at payout; the 15,411 figure represents the target number — final payout will be determined by the Compensation and Human Capital Committee based on ROE and adjusted book value performance for specified multi-year performance periods (F1, F5, F6).
  • F2 confirms the 3,939-share entry represents shares withheld for taxes.
• Filing timeliness: reported as late (transactionTimeliness = 'L'); the report was filed two days after the transaction date.

Context

• These entries are primarily awards and derivative conversions (not open-market purchases or sales). The tax-withholding entry (F) is a common administrative step when awards convert to shares and does not necessarily indicate an intentional open-market sale.
• “M” code indicates exercise or conversion of derivatives (e.g., RSUs or performance awards converting into common stock). The filing shows both acquisitions and a $0 “disposed” entry for derivatives; the filing does not show cash proceeds tied to that disposed entry.
• Performance award payouts are contingent on future committee-determined performance metrics; the 15,411 number is a target, and final shares could be higher or lower per the committee’s assessment.