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Prudential Financial (PFH) director awarded 45 restricted stock units in Form 4

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

Rhea-AI Filing Summary

Stoddard Thomas D reported acquisition or exercise transactions in this Form 4 filing.

PRUDENTIAL FINANCIAL INC director Thomas D. Stoddard received new restricted stock unit awards as part of his board compensation. On June 11, 2026 he was granted 23 restricted stock units and a separate grant of 22 restricted stock units, each unit representing a contingent right to one share of Prudential common stock.

The restricted stock units vest on different schedules, including one grant that vests in one year on July 8, 2026 and another that vests the earlier of the next annual meeting or one year on May 12, 2027. Both awards are deferred until Mr. Stoddard retires from the Board under Prudential Financial, Inc.’s 2011 Deferred Compensation Plan for Non-Employee Directors.

Positive

  • None.

Negative

  • None.
Insider Stoddard Thomas D
Role null
Type Security Shares Price Value
Grant/Award 7/8/25 Restricted Stock Units 22 $106.51 $2K
Grant/Award 2026 Restricted Stock Units 23 $106.51 $2K
Holdings After Transaction: 7/8/25 Restricted Stock Units — 1,762 shares (Direct, null); 2026 Restricted Stock Units — 1,777 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of PRU common stock. The restricted stock units vest in one year on July 8, 2026 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors. 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.
RSU grant 1 size 23 restricted stock units Grant dated June 11, 2026
RSU grant 1 reference price $106.51 per unit 2026 Restricted Stock Units
RSU grant 2 size 22 restricted stock units Grant dated June 11, 2026
RSU grant 2 reference price $106.51 per unit 7/8/25 Restricted Stock Units
Holdings after grant 1 1,777 units Total derivative units following first transaction
Holdings after grant 2 1,762 units Total derivative units following second transaction
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of PRU common stock."
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.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of PRU common stock."
vest financial
"The restricted stock units vest in one year on July 8, 2026 and were deferred until retirement from the Board"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
Deferred Compensation Plan financial
"were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 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.
Non-Employee Directors financial
"2011 Deferred Compensation Plan for Non-Employee Directors."
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
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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*
Stoddard Thomas D

(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
7/8/25 Restricted Stock Units$0(1)06/11/2026A22 (2) (2)Common Stock22$106.511,762D
2026 Restricted Stock Units$0(1)06/11/2026A23 (3) (3)Common Stock23$106.511,777D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of PRU common stock.
2. The restricted stock units vest in one year on July 8, 2026 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.
3. 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/ Richard J. Baker, 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 PRU director Thomas D. Stoddard report on this Form 4?

Thomas D. Stoddard reported receiving two grants of restricted stock units, one for 23 units and another for 22 units. These are compensation awards, not open-market stock purchases or sales, and each unit represents a contingent right to one share of Prudential common stock.

Are the Thomas D. Stoddard Form 4 transactions for PRU buys or sells of stock?

The Form 4 transactions are awards of restricted stock units, not open-market buys or sells. Both entries are coded as grants or awards, reflecting compensation in derivative form rather than discretionary trading in Prudential Financial common shares.

When do Thomas D. Stoddard’s new Prudential Financial restricted stock units vest?

One RSU grant vests in one year on July 8, 2026. The other vests on the earlier of the next annual meeting or one year on May 12, 2027, aligning vesting with Prudential Financial’s non-employee director compensation framework.

How many Prudential Financial shares could Thomas D. Stoddard receive from these new awards?

He was granted 23 restricted stock units and 22 restricted stock units, for a total of 45 units. Each restricted stock unit represents a contingent right to receive one share of Prudential Financial common stock upon settlement, subject to vesting and deferral terms.

What does deferral under the 2011 Deferred Compensation Plan mean for PRU director RSUs?

Both restricted stock unit grants are deferred until Thomas D. Stoddard retires from the Board. Under Prudential Financial’s 2011 Deferred Compensation Plan for Non-Employee Directors, settlement of vested units occurs at or after board retirement instead of immediately when they vest.

What is the reference price shown for Thomas D. Stoddard’s RSU grants in the Form 4?

Each of the two restricted stock unit grants is shown with a reference price per unit of $106.51. This price is reported in the Form 4 for the derivative awards but does not indicate an open-market purchase or sale of Prudential Financial common stock.