Prudential director granted equity at $118.48

Prudential Financial director Sandra Pianalto received deferred notional share and RSU awards as part of non-employee director compensation.

Rhea-AI Filing Summary

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

PRUDENTIAL FINANCIAL INC (PFH) reported that director Sandra Pianalto received equity-based compensation on September 10, 2026. She was granted 214 Notional Shares - Mandatory, 84 Notional Shares - Optional, and 21 2026 Restricted Stock Units, each representing a contingent right to one share of common stock or its cash value under the company’s deferred compensation plans for non-employee directors. These awards are deferred, with future settlement or vesting tied to retirement from the board or specified future dates.

Insider Trade Summary

Grant/Award: 319 shares

Grant/Award 3 txns

Insider Pianalto Sandra

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Notional Shares - Mandatory F1, F2	214	$118.48	$25K
Grant/Award	Notional Shares - Optional F3, F4	84	$118.48	$10K
Grant/Award	2026 Restricted Stock Units F5, F6	21	$118.48	$2K

Holdings After Transaction: Notional Shares - Mandatory — 18,394 contracts (Direct); Notional Shares - Optional — 7,227 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 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. F5. Each restricted stock unit represents a contingent right to receive one share of PRU common stock.
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.

Key Figures

Notional Shares - Mandatory granted: 214 shares Notional Shares - Optional granted: 84 shares 2026 Restricted Stock Units granted: 21 units +5 more

8 metrics

Notional Shares - Mandatory granted 214 shares Grant to director Sandra Pianalto on September 10, 2026

Notional Shares - Optional granted 84 shares Grant to director Sandra Pianalto on September 10, 2026

2026 Restricted Stock Units granted 21 units Grant to director Sandra Pianalto on September 10, 2026

Reference price per unit $118.48 per share Reported transaction price for all three awards

Mandatory notional shares after grant 18,394 shares Director’s holdings of Notional Shares - Mandatory following the grant

Optional notional shares after grant 7,227 shares Director’s holdings of Notional Shares - Optional following the grant

Restricted stock units after grant 1,798 units Director’s total 2026 RSU-type holdings following the grant

RSU vesting date May 12, 2027 Vests at the earlier of the annual meeting or this date

Key Terms

deferred compensation plan for non-employee directors, notional share, deferred stock unit, restricted stock unit, +1 more

5 terms

deferred compensation plan for non-employee directors financial

"under the Issuer's deferred compensation plan for non-employee directors"

notional share financial

"Each notional share - mandatory represents a deferred stock unit"

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.

elective deferrals financial

"such elective deferrals relate. The reporting person may transfer"

FAQ

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

What equity awards did PRU/PFH grant to director Sandra Pianalto on September 10, 2026?

Sandra Pianalto received 214 Notional Shares - Mandatory, 84 Notional Shares - Optional, and 21 2026 Restricted Stock Units, each representing a right to receive one share of Prudential Financial common stock or its cash value under deferred compensation arrangements.

How many notional mandatory shares does Sandra Pianalto hold in PFH after this Form 4?

Following the September 10, 2026 grant, Sandra Pianalto holds 18,394 Notional Shares - Mandatory, each tied to a right to receive one share of Prudential Financial common stock under the deferred compensation plan for non-employee directors.

How many notional optional shares does Sandra Pianalto hold in PRU/PFH after the transaction?

After the grant of 84 Notional Shares - Optional on September 10, 2026, Sandra Pianalto’s holdings in this category total 7,227 Notional Shares - Optional, which can be settled in common stock or cash under the non-employee director deferred compensation plan.

What are the key terms of Sandra Pianalto’s 2026 restricted stock units in PFH?

Each of the 21 restricted stock units represents a right to receive one share of Prudential Financial common stock. They vest at the earlier of the annual meeting or May 12, 2027, and were deferred until her retirement from the Board under the 2011 Deferred Compensation Plan.

At what reference value were Sandra Pianalto’s new PFH awards measured?

The 214 Notional Shares - Mandatory, 84 Notional Shares - Optional, and 21 restricted stock units granted on September 10, 2026 were all reported with a reference value of $118.48 per unit, used as the transaction price per share in the Form 4.

Are Sandra Pianalto’s new PFH notional share awards immediately payable?

No. The notional share awards are deferred. Mandatory notional shares start paying out on a future date tied to retirement or age-based criteria, while optional notional shares are payable at a director-elected future date at least two years after the relevant plan year, in stock or cash.

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

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Available on EDGAR 09/14/2026 - 05:13 PM Accepted by SEC EDGAR 09/14/2026 - 05:11 PM Learn about SEC filing dates

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^*

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)

X	Director		10% 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)

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)	09/10/2026		A		214		(2)	(2)	Common Stock	214	$118.48	18,394	D
Notional Shares - Optional	$0(3)	09/10/2026		A		84		(4)	(4)	Common Stock	84	$118.48	7,227	D
2026 Restricted Stock Units	$0(5)	09/10/2026		A		21		(6)	(6)	Common Stock	21	$118.48	1,798	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 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-fact	09/14/2026
	** 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)