Lowrey Charles F 4

4 · PRUDENTIAL FINANCIAL INC · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

Prudential (PRU) Chairman Charles Lowrey Receives RSUs, Withholds Shares

What Happened

Charles F. Lowrey, Chairman of the Board of Prudential Financial (PRU), had previously awarded restricted stock units (RSUs) convert to common shares and vest on February 28, 2026. A total of 31,985 RSUs vested (three tranches: 10,491; 11,086; 10,408) and converted 1:1 into common stock (transaction code M, exercise/conversion of derivative at $0.00 per share).
To satisfy tax withholding obligations (transaction code F), 16,938 shares were withheld at a per-share withholding value of $98.38, producing aggregate gross proceeds of $1,666,361 (5,555 shares for $546,501; 5,871 shares for $577,589; 5,512 shares for $542,271).
This was not an open-market sale by choice of the insider but routine tax withholding tied to RSU vesting (i.e., a cashless/withholding settlement), not a buy signal.

Key Details

Transaction date: February 28, 2026; Form 4 filed March 3, 2026 (no indication of a late filing in the report).
Withheld share price used for tax payment: $98.38 per share.
Total RSUs vested/converted: 31,985 shares; total shares withheld for taxes: 16,938 shares; total proceeds tied to withholding: ~$1,666,361.
Shares owned after the transactions: not specified in the provided filing details.
Relevant footnotes from the filing:
- F1: Vesting of previously awarded RSUs.
- F2: Shares withheld to pay taxes.
- F3: RSUs convert to common stock on a 1:1 basis.
- F4–F6: RSU vesting schedule — 1/3 per year beginning last day of February 2024, 2025, and 2026.
Transaction codes: M = conversion/exercise of derivative (RSU conversion), F = tax withholding (share disposition to cover taxes).

Context

This activity represents routine vesting and tax-withholding related to equity awards, not an independent open-market sale by the insider. The filing shows conversion of RSUs into shares and immediate withholding of a portion to cover tax liabilities (a common, administrative step).
For retail investors: such withholding transactions are standard and do not necessarily convey a change in insider sentiment about the company.

Form 4

Period: 2026-02-28

DirectorChairman of the Board

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-28+10,491→ 214,719 total
Tax Payment
Common Stock
[F2]
2026-02-28$98.38/sh−5,555$546,501→ 209,164 total
Exercise/Conversion
Common Stock
[F1]
2026-02-28+11,086→ 220,250 total
Tax Payment
Common Stock
[F2]
2026-02-28$98.38/sh−5,871$577,589→ 214,379 total
Exercise/Conversion
Common Stock
[F1]
2026-02-28+10,408→ 224,787 total
Tax Payment
Common Stock
[F2]
2026-02-28$98.38/sh−5,512$542,271→ 219,275 total
Exercise/Conversion
2023 Restricted Stock Units
[F3][F4]
2026-02-28−10,491→ 0 total
Exercise: $0.00→ Common Stock (10,491 underlying)
Exercise/Conversion
2024 Restricted Stock Units
[F3][F5]
2026-02-28−11,086→ 11,086 total
Exercise: $0.00→ Common Stock (11,086 underlying)
Exercise/Conversion
2025 Restricted Stock Units
[F3][F6]
2026-02-28−10,408→ 20,817 total
Exercise: $0.00→ Common Stock (10,408 underlying)

Holdings

Footnotes (6)

[F1]Represents the vesting of previously awarded restricted stock units.
[F2]Represents shares withheld for the payment of taxes.
[F3]The Restricted Stock Units convert to common stock on a 1 to 1 basis.
[F4]The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2024.
[F5]The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2025.
[F6]The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2026.

Signature

/s/ Richard J. Baker, attorney-in-fact|2026-03-03

1 file