Prudential Financial (NYSE: PRU) director receives RSU and deferred stock unit awards

Rhea-AI Filing Summary

Prudential Financial director Wendy Elizabeth Jones reported new equity-based awards. On June 11, 2026, she received 23 2026 restricted stock units, each representing the economic equivalent of one share of PRU common stock. These units vest at the earlier of the annual meeting or May 12, 2027.

Jones also acquired 23 "notional shares - optional" and 126 "notional shares - mandatory," each representing deferred stock units linked 1-for-1 to Prudential common stock under the deferred compensation plan for non-employee directors. The optional notional shares may be settled in common stock or cash, while the mandatory notional shares are settled in common stock, with timing governed by the director’s retirement and deferral elections.

These are compensation-related grants and deferred fee elections rather than open-market purchases or sales. Following these transactions, Jones holds 1,777 restricted stock units, 1,788 optional notional shares, and 9,779 mandatory notional shares, all tied to Prudential common stock.

Insights

Equity compensation analyst

Routine director compensation via RSUs and deferred stock units, no open-market trading.

Wendy Elizabeth Jones, a non-employee director of Prudential Financial, received grants of restricted stock units and deferred stock units on June 11, 2026. Code A on Form 4 indicates these are compensation awards, not market purchases.

The awards include 23 restricted stock units, 23 optional notional shares, and 126 mandatory notional shares, each tied 1-for-1 to PRU common stock at a reference value of $106.51 per share. These instruments defer compensation and align director interests with shareholders.

Vesting and payout timing are governed by the non-employee director deferred compensation plan, including vesting by May 12, 2027 for RSUs and retirement- or schedule-based distributions for notional shares. As no shares were bought or sold in the market, this filing is generally neutral for short-term trading sentiment.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Jones Wendy Elizabeth

Role null

Type	Security	Shares	Price	Value
Grant/Award	Notional Shares - Mandatory	126	$106.51	$13K
Grant/Award	Notional Shares - Optional	23	$106.51	$2K
Grant/Award	2026 Restricted Stock Units	23	$106.51	$2K

Holdings After Transaction: Notional Shares - Mandatory — 9,779 shares (Direct, null); Notional Shares - Optional — 1,788 shares (Direct, null); 2026 Restricted Stock Units — 1,777 shares (Direct, null)

Footnotes (1)

1. Each notional share - mandatory represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock under the Issuer's deferred compensation plan for non-employee directors. Such shares are issuable, at the election of the reporting person, to begin on either (i) a date prior to the reporting person's retirement date, provided that such date is no earlier than the January 1 in the year following the plan period during which such fees would otherwise have been payable to the reporting person, (ii) within 90 days following the reporting person's retirement date, or (iii) such later date as selected by the reporting person, provided however, that payment must commence in the year the reporting person attains age 70 1/2. Each notional share - optional represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock or the cash value thereof under the Issuer's deferred compensation plan for non-employee directors. Such shares are payable in common stock or cash, at the election of the reporting person, with payment to begin, at the election of the reporting person provided that such date shall be at least two (2) years after the end of the plan year with respect to which such elective deferrals relate. The reporting person may transfer her investment in the notional shares - optional to an alternative investment account, subject to the terms of the Issuer's deferred compensation plan for non-employee directors. Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock. The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2027.

Key Figures

Restricted stock units granted: 23 units Optional notional shares granted: 23 units Mandatory notional shares granted: 126 units +4 more

7 metrics

Restricted stock units granted 23 units 2026 restricted stock units granted June 11, 2026

Optional notional shares granted 23 units Deferred stock units under optional election on June 11, 2026

Mandatory notional shares granted 126 units Deferred stock units under mandatory plan on June 11, 2026

Reference price per unit $106.51 per share Transaction price per share for all three grants

RSU holdings after grant 1,777 units Total restricted stock units following 23-unit grant

Optional notional holdings after grant 1,788 units Optional deferred stock units following 23-unit grant

Mandatory notional holdings after grant 9,779 units Mandatory deferred stock units following 126-unit grant

Key Terms

deferred stock unit, notional share - mandatory, notional share - optional, restricted stock unit, +1 more

5 terms

deferred stock unit financial

"represents a deferred stock unit and entitles the holder thereof with the right to receive one share"

A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.

notional share - mandatory financial

"Each notional share - mandatory represents a deferred stock unit and entitles the holder"

notional share - optional financial

"Each notional share - optional represents a deferred stock unit and entitles the holder"

restricted stock unit financial

"Each restricted stock unit represents a contingent right to receive the economic equivalent of one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

deferred compensation plan for non-employee directors financial

"under the Issuer's deferred compensation plan for non-employee directors"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Jones Wendy Elizabeth

(Last) (First) (Middle)

751 BROAD STREET, 5TH FLOOR

ATTN: REGULATORY FILINGS UNIT

(Street)

NEWARK NEW JERSEY 07102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Notional Shares - Mandatory	$0(1)	06/11/2026		A		126		(2)	(2)	Common Stock	126	$106.51	9,779	D
Notional Shares - Optional	$0(3)	06/11/2026		A		23		(4)	(4)	Common Stock	23	$106.51	1,788	D
2026 Restricted Stock Units	$0(5)	06/11/2026		A		23		(6)	(6)	Common Stock	23	$106.51	1,777	D

Explanation of Responses:

1. Each notional share - mandatory represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock under the Issuer's deferred compensation plan for non-employee directors.

2. Such shares are issuable, at the election of the reporting person, to begin on either (i) a date prior to the reporting person's retirement date, provided that such date is no earlier than the January 1 in the year following the plan period during which such fees would otherwise have been payable to the reporting person, (ii) within 90 days following the reporting person's retirement date, or (iii) such later date as selected by the reporting person, provided however, that payment must commence in the year the reporting person attains age 70 1/2.

3. Each notional share - optional represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock or the cash value thereof under the Issuer's deferred compensation plan for non-employee directors.

4. Such shares are payable in common stock or cash, at the election of the reporting person, with payment to begin, at the election of the reporting person provided that such date shall be at least two (2) years after the end of the plan year with respect to which such elective deferrals relate. The reporting person may transfer her investment in the notional shares - optional to an alternative investment account, subject to the terms of the Issuer's deferred compensation plan for non-employee directors.

5. Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

6. The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2027.

	/s/ Richard J. Baker, attorney-in-fact	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Prudential Financial (PRU) director Wendy Jones report on this Form 4?

Wendy Jones reported receiving new equity-based awards, not trading stock. She was granted 23 restricted stock units and additional deferred stock units tied to Prudential Financial common shares as part of non-employee director compensation on June 11, 2026.

How many restricted stock units did Wendy Jones receive from Prudential Financial (PRU)?

She received 23 restricted stock units labeled as 2026 restricted stock units. Each unit represents the economic equivalent of one share of Prudential Financial common stock, with vesting scheduled at the earlier of the annual meeting or May 12, 2027.

What are the notional shares reported by Wendy Jones in the Prudential (PRU) filing?

The filing shows 23 optional and 126 mandatory notional shares, which are deferred stock units under Prudential’s non-employee director deferred compensation plan. Each unit tracks one share of common stock, with distributions based on elections and retirement timing rules.

Were there any open-market buys or sells by Wendy Jones in this Prudential (PRU) Form 4?

No open-market buys or sells were reported. All transactions use code A, meaning grant, award, or other acquisition. The filing reflects compensation-related equity and deferred stock unit awards rather than discretionary purchases or sales in the public market.

What are Wendy Jones’s holdings after these Prudential (PRU) transactions?

After the reported awards, she holds 1,777 restricted stock units, 1,788 optional notional shares, and 9,779 mandatory notional shares. Each unit or notional share is linked to one Prudential common share for value, subject to the plan’s payout and vesting conditions.