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Prudential (NYSE: PRU) director awarded RSUs and deferred notional shares

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

Rhea-AI Filing Summary

Di Sibio Carmine reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial director Carmine Di Sibio received new stock-based compensation awards rather than trading shares in the market. On June 11, 2026, he was granted 23 2026 Restricted Stock Units and 41 notional shares – mandatory, each tied to one share of PRU common stock or its economic equivalent at a reference price of $106.51 per unit. The restricted stock units vest at the earlier of the next annual meeting or in one year on May 12, 2027 and are deferred until retirement from the board, while the notional shares are deferred deferred stock units under Prudential’s non‑employee director deferred compensation plan, payable in shares or cash beginning around or after his retirement.

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Insider Di Sibio Carmine
Role null
Type Security Shares Price Value
Grant/Award Notional Shares - Mandatory 41 $106.51 $4K
Grant/Award 2026 Restricted Stock Units 23 $106.51 $2K
Holdings After Transaction: Notional Shares - Mandatory — 3,198 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 or the economic equivalent 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 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 2026 Restricted Stock Units granted on June 11, 2026
Notional shares granted 41 units Notional Shares - Mandatory granted on June 11, 2026
Reference price per unit $106.51 per unit Transaction price per share used for both grants
RSU holdings after grant 1,777 units Total 2026 Restricted Stock Units following transaction
Notional share holdings after grant 3,198 units Total Notional Shares - Mandatory following transaction
RSU conversion price $0.00 Conversion or exercise price for restricted stock units
Restricted Stock Units financial
"2026 Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
notional share - mandatory 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.
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.
economic equivalent financial
"receive one share of Issuer common stock or the economic equivalent"
contingent right financial
"represents a contingent right to receive the economic equivalent"
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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*
Di Sibio Carmine

(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)06/11/2026A41 (2) (2)Common Stock41$106.513,198D
2026 Restricted Stock Units$0(3)06/11/2026A23 (4) (4)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 or the economic equivalent 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 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)

FAQ

What insider transactions did Prudential (PRU) director Carmine Di Sibio report?

Carmine Di Sibio reported grants of stock-based compensation, not market trades. He received 23 restricted stock units and 41 mandatory notional shares, each linked to one share of Prudential common stock or its economic equivalent under director compensation plans.

Were the recent Form 4 transactions for Prudential (PRU) open-market buys or sells?

The reported Form 4 transactions were not open-market buys or sells. They are coded as grants or awards, reflecting stock-based compensation for a non-employee director, with units deferred under Prudential’s deferred compensation arrangements rather than immediately traded in the market.

What are the 2026 Restricted Stock Units granted to the Prudential (PRU) director?

The 2026 Restricted Stock Units are compensation awards giving a contingent right to the economic equivalent of one PRU share per unit. Carmine Di Sibio received 23 such units, which vest at the earlier of the next annual meeting or in one year on May 12, 2027.

How do the notional shares reported for Prudential (PRU) work for the director?

Each notional share represents a deferred stock unit tied to one PRU share or its economic equivalent. The 41 mandatory notional shares are part of a deferred compensation plan, with payouts beginning around or after the director’s retirement, subject to specific timing elections and age-related rules.

When can the Prudential (PRU) director receive payment for his deferred notional shares?

Payment for the deferred notional shares can begin on a date the director elects after the plan period, within 90 days after retirement, or a later selected date, provided payment starts in the year he attains age 70½, following the plan’s timing rules.

Do the Prudential (PRU) restricted stock units and notional shares pay in stock or cash?

Each restricted stock unit and notional share provides the economic equivalent of one PRU share. Under the non‑employee director deferred compensation plan, settlement can occur in shares of Prudential common stock or their economic value, according to the plan’s terms at distribution.