Prudential Financial (PFH) director awarded deferred stock units and RSUs

Rhea-AI Filing Summary

Prudential Financial Inc. director Wendy Elizabeth Jones reported receiving equity-based compensation awards. On March 12, 2026, she acquired 144 notional mandatory deferred stock units and 26 restricted stock units, both tied to Prudential common stock, based on a reference price of $92.34 per unit.

The notional mandatory units are deferred stock units under Prudential’s deferred compensation plan for non-employee directors, each representing the right to receive one common share in the future. The related footnotes explain that payouts can begin around or after retirement, subject to specified timing elections.

The 2025 restricted stock units each represent a contingent right to receive one share of Prudential common stock or its economic equivalent, payable in stock or cash at Jones’s election upon or after her termination of service as a director, unless an earlier date is elected under the company’s 2011 deferred compensation plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Jones Wendy Elizabeth

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Notional Shares - Mandatory	144	$92.34	$13K
Grant/Award	2025 Restricted Stock Units	26	$92.34	$2K

Holdings After Transaction: Notional Shares - Mandatory — 9,652 shares (Direct); 2025 Restricted Stock Units — 1,765 shares (Direct)

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 restricted stock unit represents a contingent right to receive one share of PRU common stock or the economic equivalent thereof. The restricted stock units become payable, in PRU common stock or in cash, at the election of the reporting person, upon or following the reporting person's termination of service as a Director unless the reporting person elects an earlier date pursuant to the terms of the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors. The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2026 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

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 NJ 07102

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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

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

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

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)	03/12/2026		A		144		(2)	(2)	Common Stock	144	$92.34	9,652	D
2025 Restricted Stock Units	$0(3)	03/12/2026		A		26		(4)	(4)	Common Stock	26	$92.34	1,765	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 restricted stock unit represents a contingent right to receive one share of PRU common stock or the economic equivalent thereof. The restricted stock units become payable, in PRU common stock or in cash, at the election of the reporting person, upon or following the reporting person's termination of service as a Director unless the reporting person elects an earlier date pursuant to the terms of the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

4. The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2026 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

	/s/ Danny Fiore, attorney-in-fact	03/16/2026
	** 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.

FAQ

What did Prudential Financial (PFH) director Wendy Elizabeth Jones report in this Form 4?

Wendy Elizabeth Jones reported receiving equity-based compensation, not trading in the open market. She was granted 144 notional mandatory deferred stock units and 26 restricted stock units, each linked to Prudential common stock, as part of non-employee director compensation arrangements.

How many deferred stock units did Wendy Elizabeth Jones acquire from Prudential Financial (PFH)?

She acquired 144 notional mandatory deferred stock units. Each unit represents a deferred right to receive one share of Prudential common stock under the deferred compensation plan for non-employee directors, with payment timing tied to her retirement or other elected deferral dates.

What are the terms of the 2025 restricted stock units reported by Prudential Financial (PFH)?

The 26 restricted stock units represent a contingent right to receive one Prudential share or its economic equivalent. They vest at the earlier of the annual meeting or May 13, 2026, and are deferred until board retirement unless Wendy Jones elects an earlier date under the 2011 plan.

At what price were the Prudential Financial (PFH) units valued in Wendy Jones’s Form 4?

Both the notional mandatory deferred stock units and the 2025 restricted stock units were recorded at a reference price of $92.34 per unit. This price is used for reporting purposes in the Form 4 and does not reflect an open-market purchase or sale.

When can Wendy Elizabeth Jones receive shares from her Prudential Financial (PFH) deferred stock units?

The notional deferred stock units can be paid starting around or after retirement, depending on elections she makes, with payments required to commence in the year she attains age 70½. The restricted stock units pay out upon or after service termination unless an earlier permitted date is elected.

Did Wendy Elizabeth Jones buy or sell Prudential Financial (PFH) stock in this Form 4?

No open-market buying or selling is reported. The Form 4 shows grant-type acquisitions of deferred stock units and restricted stock units as director compensation, not discretionary trades, with settlement generally deferred until retirement or termination of board service under company plans.