KAPPLER ANN M 4

What Happened

• Ann M. Kappler, Executive Vice President and General Counsel of Prudential Financial (PRU), had three tranches of previously awarded restricted stock units (RSUs) convert to common stock on 2026-02-28. A total of 7,071 RSUs converted to shares (2,220 + 2,502 + 2,349). To satisfy tax withholding, 3,297 shares were withheld (1,034 + 1,165 + 1,098) at a reported per-share withholding value of $98.38, totaling $324,359. That leaves approximately 3,774 net shares issued to Kappler. Transaction codes: M = exercise/conversion of derivative (RSU conversion), F = shares withheld for tax.

Key Details

• Transaction date: 2026-02-28; Form filed 2026-03-03 (no late-filing flag provided in the excerpt).
• Conversion details: 2,220; 2,502; and 2,349 RSUs converted (total 7,071).
• Tax withholding: 1,034; 1,165; and 1,098 shares withheld at $98.38 each; total tax withholding value reported = $101,725 + $114,613 + $108,021 = $324,359.
• Net shares received by insider (approx.): 7,071 converted − 3,297 withheld = 3,774 shares.
• Shares owned after transaction: Not specified in the provided excerpt of the Form 4.
• Footnotes of note:
  • F1: These represent vesting of previously awarded RSUs.
  • F2: Shares were withheld to pay taxes.
  • F3: RSUs convert to common stock on a 1:1 basis.
  • F4–F6: Vesting schedules indicate 1/3 per year vesting beginning last day of Feb 2024, 2025, and 2026 for the respective awards.

Context

• This filing reflects routine equity compensation vesting (not a market purchase or voluntary sale). The RSUs converted 1:1 to shares and some of those shares were withheld to cover tax obligations — a common, administrative cashless step that does not necessarily signal a change in insider sentiment.