Prudential (PRU) CEO granted new deferred compensation shares

Rhea-AI Filing Summary

Prudential Financial Inc.'s Chief Executive Officer and Chairman Andrew F. Sullivan received a grant of 145 Deferred Compensation Shares on March 12, 2026. These units are valued at $92.34 per unit and are a form of compensation, not an open-market purchase.

The Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1-to-1 basis, but are deemed immediately exercisable and are payable in cash at a date selected by the participant. Following this award, Sullivan holds 12,256 Deferred Compensation Shares directly.

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^*

SULLIVAN ANDREW F

(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
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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
Deferred Compensation Shares	$0(1)	03/12/2026		A		145		(2)	(2)	Common Stock	145	$92.34	12,256	D

Explanation of Responses:

1. Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1 to 1 basis.

2. Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.

	/s/ Danny Fiore, attorney-in-fact	03/16/2026
	** 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.

FAQ

What insider transaction did Prudential (PFH) report for CEO Andrew Sullivan?

Prudential reported that CEO Andrew F. Sullivan received 145 Deferred Compensation Shares as a compensation grant. The award was recorded at $92.34 per unit and increased his total Deferred Compensation Shares holdings to 12,256, reflecting routine, non-market-based executive compensation.

Were any Prudential (PFH) common shares bought or sold in this Form 4 filing?

No open-market purchases or sales of Prudential common stock were reported. The filing shows only a grant of 145 Deferred Compensation Shares, which are compensation units tied to common stock value and payable in cash, not a direct stock trade in the market.

How do Prudential (PFH) Deferred Compensation Shares work for the CEO?

Deferred Compensation Shares are unitized awards that track Prudential common stock on a one-to-one basis. They are deemed immediately exercisable but are payable in cash at a date the participant selects, providing deferred, stock-linked cash compensation instead of immediate share delivery.

What is Andrew Sullivan’s total Deferred Compensation Shares position after this Prudential (PFH) grant?

After the March 12, 2026 grant, Andrew F. Sullivan holds 12,256 Deferred Compensation Shares directly. This total includes the newly awarded 145 units and represents his accumulated deferred, stock-linked compensation units as disclosed in the Form 4 filing.

Does the Prudential (PFH) Form 4 indicate any remaining derivative positions for the CEO?

The filing shows one derivative-type transaction for 145 Deferred Compensation Shares and lists no additional derivative positions in the derivative summary. It focuses on this single grant and the resulting total of 12,256 Deferred Compensation Shares held directly by the CEO.