Prudential Financial (NYSE: PRU) discloses director deferred stock awards

Rhea-AI Filing Summary

Prudential Financial Inc. director equity awards reported. A company director reported receiving derivative equity awards on 12/11/2025 under deferred compensation plans for non-employee directors.

The director acquired 146 notional shares - mandatory and 121 notional shares - optional, each representing deferred stock units tied to an equal number of shares of common stock, and 19 2025 restricted stock units. The mandatory units are settled in common stock at dates elected by the director under plan rules tied to retirement and age 70 1/2, while the optional units may be settled in common stock or cash after a deferral period. The restricted stock units represent a contingent right to receive Prudential Financial common stock or its economic equivalent, vest at the earlier of the next annual meeting or May 13, 2026, and have been deferred until retirement from the board.

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

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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^*

TODMAN MICHAEL

(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)
12/11/2025

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)	12/11/2025		A		146		(2)	(2)	Common Stock	146	$117.05	12,813	D
Notional Shares - Optional	$0(3)	12/11/2025		A		121		(4)	(4)	Common Stock	121	$117.05	10,699	D
2025 Restricted Stock Units	$0(5)	12/11/2025		A		19		(6)	(6)	Common Stock	19	$117.05	1,738	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 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 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	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Prudential Financial (PRU) report on 12/11/2025?

A Prudential Financial director reported receiving derivative equity awards on 12/11/2025, including 146 notional shares - mandatory, 121 notional shares - optional, and 19 2025 restricted stock units under director deferred compensation plans.

What are "notional shares - mandatory" for Prudential Financial directors?

Each notional share - mandatory represents a deferred stock unit that entitles the director to receive one share of Prudential Financial common stock under the deferred compensation plan for non-employee directors, with payment timing elected by the director subject to retirement and age 70 1/2 requirements.

How do "notional shares - optional" work in Prudential Financial's director plan?

Each notional share - optional is a deferred stock unit that can be settled in either common stock or cash, at the director’s election. Payment begins on a date chosen by the director that is at least two years after the end of the relevant plan year, and the director may transfer the investment to an alternative account under the plan.

When do the 2025 restricted stock units for the Prudential Financial director vest?

The 2025 restricted stock units vest at the earlier of the company’s next annual meeting or May 13, 2026, and were deferred until the director’s retirement from the board under Prudential Financial’s 2011 Deferred Compensation Plan for Non-Employee Directors.

How many derivative securities does the Prudential Financial director hold after these transactions?

Following these transactions, the director beneficially owned 12,813 notional shares - mandatory, 10,699 notional shares - optional, and 1,738 restricted stock units, all held directly.