Prudential Financial (NYSE: PRU) director granted new RSUs and notional shares

Rhea-AI Filing Summary

CASELLAS GILBERT F reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial Inc. director Gilbert F. Casellas reported receiving equity-based compensation tied to the company’s common stock. On June 11, 2026, he was granted 23 restricted stock units, each representing the economic equivalent of one share of PRU common stock. These units vest at the earlier of the company’s annual meeting or on May 12, 2027.

Casellas was also awarded 563 mandatory notional shares, which are deferred stock units under Prudential’s deferred compensation plan for non-employee directors. Each notional share entitles him to receive one share of common stock at a future date he selects, subject to plan timing rules around retirement and age-based requirements. Following these awards, his reported derivative holdings increased to 1,777 restricted stock units and 43,444 mandatory notional shares, reflecting a routine, compensation-related increase in his long-term, stock-linked interest in Prudential.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CASELLAS GILBERT F

Role null

Type	Security	Shares	Price	Value
Grant/Award	Notional Shares - Mandatory	563	$106.51	$60K
Grant/Award	2026 Restricted Stock Units	23	$106.51	$2K

Holdings After Transaction: Notional Shares - Mandatory — 43,444 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 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 Notional shares granted: 563 units Price reference per unit: $106.51 per unit +2 more

5 metrics

Restricted stock units granted 23 units Grant to director on June 11, 2026

Notional shares granted 563 units Mandatory deferred stock units on June 11, 2026

Price reference per unit $106.51 per unit Transaction price per share for both awards

RSU holdings after grant 1,777 units Total restricted stock units following transactions

Notional share holdings after grant 43,444 units Total mandatory notional shares following transactions

Key Terms

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

5 terms

restricted stock unit financial

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

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 of Issuer common stock"

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

"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.

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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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^*

CASELLAS GILBERT F

(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		563		(2)	(2)	Common Stock	563	$106.51	43,444	D
2026 Restricted Stock Units	$0(3)	06/11/2026		A		23		(4)	(4)	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 restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

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

	/s/ Danny Fiore, 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 Gilbert F. Casellas receive in this Prudential (PRU) Form 4 filing?

Gilbert F. Casellas received equity-based compensation consisting of 23 restricted stock units and 563 mandatory notional shares tied to Prudential common stock. These awards increase his long-term stock-linked exposure as a non-employee director under the company’s compensation and deferred stock plans.

How many restricted stock units did the Prudential (PRU) director report?

He reported a grant of 23 restricted stock units, each representing the economic equivalent of one Prudential common share. These units vest at the earlier of the company’s next annual meeting or on May 12, 2027, aligning his compensation with future company performance.

What are the 563 mandatory notional shares reported by Prudential (PRU) director Casellas?

The 563 mandatory notional shares are deferred stock units under Prudential’s non-employee director deferred compensation plan. Each unit entitles him to receive one share of common stock at a later date, based on plan rules tied to retirement timing and age thresholds.

When do Gilbert F. Casellas’s Prudential (PRU) restricted stock units vest?

The restricted stock units vest at the earlier of Prudential’s annual shareholder meeting or one year on May 12, 2027. This structure links the award’s vesting to the company’s governance calendar and director service period during the applicable year.

How and when can the Prudential (PRU) director receive shares from his notional units?

Shares from the notional units can be issued on a schedule elected by the director, including before or within 90 days after retirement or on a later selected date, provided that payments begin in the year he reaches age 70 and a half.

What are Gilbert F. Casellas’s derivative holdings after these Prudential (PRU) awards?

After these awards, he holds 1,777 restricted stock units and 43,444 mandatory notional shares, all linked to Prudential common stock. These figures reflect his accumulated deferred and contingent equity compensation as a non-employee director of the company.