Prudential Financial Inc.

02/09/2026 | Press release | Distributed by Public on 02/09/2026 16:19

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Waldeck George P Jr.
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2026
3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [PRU]
(Last) (First) (Middle)
751 BROAD STREET, 5TH FLOOR, ATTN: REGULATORY FILINGS UNIT
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEWARK, NJ 07102
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 58,912 D
Common Stock 350 I By 401(k)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
2023 Performance Shares (1) (1) Common Stock 12,371 $0(2) D
2023 Restricted Stock Units (3) (3) Common Stock 1,768 (4) D
10/10/2023 Restricted Stock Units (5) (5) Common Stock 1,774 $0(4) D
2024 Performance Shares (6) (6) Common Stock 13,470 $0(2) D
2024 Restricted Stock Units (7) (7) Common Stock 3,849 (4) D
2025 Performance Shares (8) (8) Common Stock 13,271 $0(2) D
2025 Restricted Stock Units (9) (9) Common Stock 5,688 $0(4) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Waldeck George P Jr.
751 BROAD STREET, 5TH FLOOR
ATTN: REGULATORY FILINGS UNIT
NEWARK, NJ 07102
Executive Vice President

Signatures

/s/ Richard J. Baker, attorney-in-fact 02/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation Committee in February 2026 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2023 through 2025 performance period.
(2) The performance shares convert to common stock on a 1 to 1 basis.
(3) The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2024.
(4) The Restricted Stock Units convert to common stock on a 1 to 1 basis.
(5) he Restricted Stock Units will vest 1/3 per year beginning the last day of October 2024.
(6) Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation and Human Capital Committee in February 2027 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2024 through 2026 performance period.
(7) The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2025.
(8) Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation and Human Capital Committee in February 2028 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2025 through 2027 performance period.
(9) The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Prudential Financial Inc. published this content on February 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 09, 2026 at 22:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]