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Prudential director granted deferred stock units

A Prudential Financial Inc non-employee director received deferred stock unit and restricted stock unit awards linked to PFH common stock as part of board compensation.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PRUDENTIAL FINANCIAL INC (symbol: PFH) is the issuer of record for a Form 4 filing submitted to the SEC. TODMAN MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial Inc (PFH) reported that director Michael Todman received equity-based awards tied to the company’s common stock. On September 10, 2026, he was granted 155 notional mandatory deferred stock units, 151 notional optional deferred stock units, and 21 restricted stock units, each corresponding to one share of common stock or its cash value under director compensation plans.

These awards are deferred: the notional units are payable in stock or cash at dates elected under the non-employee directors’ deferred compensation plan, and the restricted stock units vest by the earlier of the 2027 annual meeting or May 12, 2027 and are deferred until his retirement from the board.

Positive

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Insider TODMAN MICHAEL
Role Director
Type Security Shares Price Value
Grant/Award Notional Shares - Mandatory F1, F2 155 $118.48 $18K
Grant/Award Notional Shares - Optional F3, F4 151 $118.48 $18K
Grant/Award 2026 Restricted Stock Units F5, F6 21 $118.48 $2K
Holdings After Transaction: Notional Shares - Mandatory — 13,334 contracts (Direct); Notional Shares - Optional — 12,943 contracts (Direct); 2026 Restricted Stock Units — 1,798 contracts (Direct)
Footnotes (6)
  1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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.
  6. F6. The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2027 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.
Mandatory notional deferred stock units granted 155 units Grant to Michael Todman on September 10, 2026
Optional notional deferred stock units granted 151 units Grant to Michael Todman on September 10, 2026
2026 restricted stock units granted 21 units Grant to Michael Todman on September 10, 2026
Reference grant value per unit $118.48 per unit Reported transaction price per share for all three derivative grants
Mandatory notional units held after grant 13,334 units Total notional mandatory deferred stock units following the September 10, 2026 grant
Optional notional units held after grant 12,943 units Total notional optional deferred stock units following the September 10, 2026 grant
Restricted stock units held after grant 1,798 units Total 2026 restricted stock units following the September 10, 2026 grant
deferred compensation plan financial
"under the Issuer's deferred compensation plan for non-employee directors"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
deferred stock unit financial
"represents a deferred stock unit and entitles the holder"
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.
restricted stock unit financial
"Each restricted stock unit represents a contingent right"
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.
economic equivalent financial
"one share of PRU common stock or the economic equivalent thereof"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did director Michael Todman acquire in this Form 4 for PFH?

Michael Todman acquired 155 notional mandatory deferred stock units, 151 notional optional deferred stock units, and 21 restricted stock units on September 10, 2026, each representing the right to receive one share of Prudential Financial common stock or its cash value.

What are the key terms of the mandatory notional shares reported for PFH?

Each mandatory notional share represents a deferred stock unit giving the right to receive one share of common stock under the non-employee directors’ deferred compensation plan, with payments beginning at dates elected by the director and commencing no later than the year he attains age 70½.

How do the optional notional shares for PFH’s director get paid?

Each optional notional share is a deferred stock unit payable, at the director’s election, in common stock or cash, with payments beginning on a date at least two years after the end of the plan year for the related elective deferrals, subject to the terms of the deferred compensation plan.

When do Michael Todman’s 2026 restricted stock units for PFH vest?

The 2026 restricted stock units vest at the earlier of the annual meeting or one year on May 12, 2027, and have been deferred until his retirement from the board under Prudential Financial’s 2011 Deferred Compensation Plan for Non-Employee Directors.

What do the 2026 restricted stock units for PFH entitle the director to receive?

Each restricted stock unit represents a contingent right to receive one share of Prudential Financial common stock or the economic equivalent in cash, payable upon or after the director’s termination of service unless an earlier date is elected under the plan’s terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
TODMAN MICHAEL

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Notional Shares - Mandatory$0(1)09/10/2026A155 (2) (2)Common Stock155$118.4813,334D
Notional Shares - Optional$0(3)09/10/2026A151 (4) (4)Common Stock151$118.4812,943D
2026 Restricted Stock Units$0(5)09/10/2026A21 (6) (6)Common Stock21$118.481,798D
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 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.
6. The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2027 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-fact09/14/2026
** Signature of Reporting PersonDate
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)

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