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Prudential Financial (PRU) director receives RSUs and deferred stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Prudential Financial director Sandra Pianalto received new equity-based awards as part of non-employee director compensation. On June 11, 2026, she was granted 23 restricted stock units tied to Prudential common stock, with each unit representing a contingent right to one share.

The restricted stock units vest at the earlier of the company’s annual meeting or one year on May 12, 2027, and have been deferred until her retirement from the board under Prudential’s 2011 Deferred Compensation Plan for Non-Employee Directors. She also acquired 92 “notional shares – optional” and 236 “notional shares – mandatory,” each representing deferred stock units linked to one share of common stock or its cash value, under the same deferred compensation framework rather than through open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Pianalto Sandra
Role null
Type Security Shares Price Value
Grant/Award Notional Shares - Mandatory 236 $106.51 $25K
Grant/Award Notional Shares - Optional 92 $106.51 $10K
Grant/Award 2026 Restricted Stock Units 23 $106.51 $2K
Holdings After Transaction: Notional Shares - Mandatory — 18,179 shares (Direct, null); Notional Shares - Optional — 7,142 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 his 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 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 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.
Restricted stock units granted 23 units Grant of 2026 restricted stock units on June 11, 2026
Notional shares - optional granted 92 units Deferred stock units designated as optional on June 11, 2026
Notional shares - mandatory granted 236 units Deferred stock units designated as mandatory on June 11, 2026
Reference price per unit $106.51 per share Reported transaction price for all three awards
RSU holdings after grant 1,777 units Total 2026 restricted stock units following the transaction
Optional notional shares after grant 7,142 units Total optional notional shares following the transaction
Mandatory notional shares after grant 18,179 units Total mandatory notional shares following the transaction
deferred stock unit financial
"Each notional share - mandatory 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 thereof with the right to receive one share..."
notional share - optional financial
"Each notional share - optional represents a deferred stock unit and entitles the holder thereof with the right to receive one share..."
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share of PRU common stock."
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."
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of PRU common stock."
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Form 4 Insider Transactions: What Each Field Means →
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*
Pianalto Sandra
(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)
06/11/2026		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)06/11/2026A236 (2) (2)Common Stock236$106.5118,179D
Notional Shares - Optional$0(3)06/11/2026A92 (4) (4)Common Stock92$106.517,142D
2026 Restricted Stock Units$0(5)06/11/2026A23 (6) (6)Common Stock23$106.511,777D
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 his 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.
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-fact06/15/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Prudential Financial director Sandra Pianalto report on this Form 4 for PFH/PRU?

Sandra Pianalto reported equity-based compensation awards rather than market trades. She received grants of restricted stock units and deferred stock units tied to Prudential Financial common stock under the company’s non-employee director deferred compensation plans.

How many restricted stock units did Sandra Pianalto receive from Prudential Financial?

She received 23 restricted stock units, each representing a contingent right to one Prudential Financial common share. These units vest at the earlier of the next annual meeting or May 12, 2027, and are deferred until her retirement from the board under the director compensation plan.

What are the notional shares reported by Sandra Pianalto in this Prudential Financial Form 4?

The notional shares are deferred stock units under Prudential Financial’s non-employee director deferred compensation plan. Pianalto acquired 92 optional notional shares and 236 mandatory notional shares, each linked to one common share or its cash value, payable according to elected deferral schedules.

Did Sandra Pianalto buy or sell Prudential Financial stock on the open market in this filing?

No open-market purchases or sales were reported. The Form 4 shows grant-type acquisitions coded as “A,” reflecting compensation awards of restricted stock units and deferred stock units, rather than discretionary buying or selling of Prudential Financial common stock in the market.

When will Sandra Pianalto receive the Prudential Financial deferred stock units reported here?

The mandatory notional shares are payable in stock under the deferred compensation plan based on retirement-related timing elections. The optional notional shares are payable in stock or cash, at her election, beginning at least two years after the end of the relevant plan year.

What is the reference price for Sandra Pianalto’s new Prudential Financial awards?

The awards reference a price of $106.51 per share for the reported units. This price is used in the Form 4 for the 23 restricted stock units and the 92 and 236 notional share awards granted under the non-employee director deferred compensation plans.