Lowrey Charles F 4

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.