Chief Executive Officer Lowrey Charles F exercised 176,719 shares at a strike of $94.69 and sold $23,446,078 worth of shares (185,653 units at $126.29), decreasing direct ownership by 5% to 170,081 units (SEC Form 4)
$PRU
Life Insurance
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/06/2024 | M | 83,250 | A | $93.36 | 262,265 | D | |||
| Common Stock | 11/06/2024 | S | 33,690 | D | $128.55(1) | 228,575 | D | |||
| Common Stock | 11/06/2024 | S | 56,149 | D | $127.95(2) | 172,426 | D | |||
| Common Stock | 11/07/2024 | M | 93,469 | A | $95.87 | 265,895 | D | |||
| Common Stock | 11/07/2024 | S | 24,279 | D | $126.09(3) | 241,616 | D | |||
| Common Stock | 11/07/2024 | S | 71,535 | D | $123.99(4) | 170,081(5) | D | |||
| Common Stock | 292(6) | I | By 401(k) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2019 Employee Stock Option (Right to Buy) | $93.36 | 11/06/2024 | M | 83,250 | (7) | 02/12/2029 | Common Stock | 83,250 | $0 | 0 | D | ||||
| 2020 Employee Stock Option (Right to Buy) | $95.87 | 11/07/2024 | M | 93,469 | (8) | 02/11/2030 | Common Stock | 93,469 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $128.35 to $129.10, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in footnote (1) to this Form 4. |
| 2. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $127.36 to $128.34, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in footnote (2) to this Form 4. |
| 3. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $126.00 to $126.34, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in footnote (3) to this Form 4. |
| 4. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $123.85 to $124.28, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in footnote (4) to this Form 4. |
| 5. Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 170,081 shares directly and 292 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 67,691 vested stock options, 62,825 restricted stock units, and 271,454 target performance shares (the exact number awarded being dependent on achievement of performance goals). |
| 6. Amount reported has been adjusted to include 9 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2023, and September 30, 2024, based on a plan statement dated September 30, 2024. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). |
| 7. The options vest in three equal annual installments beginning on February 12, 2020. |
| 8. The options vest in three equal annual installments beginning on February 11, 2021. |
| /s/ Richard J. Baker, attorney-in-fact | 11/08/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||