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Prudential director gets equity awards at $118

Prudential Financial director Wendy Jones received new deferred stock units and restricted stock units as part of non-employee director compensation on September 10, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

PRUDENTIAL FINANCIAL INC (PFH) reported that director Wendy Elizabeth Jones received equity-based awards on September 10, 2026. She was granted 115 mandatory notional shares, 21 optional notional shares, and 21 restricted stock units, each tied to one share of common stock and valued at $118.48 per unit for reporting purposes.

The mandatory and optional notional shares are deferred stock units under the non-employee director deferred compensation plan, payable in stock or cash at dates elected by Jones, subject to plan timing rules. The 2026 restricted stock units vest at the earlier of the next annual meeting or May 12, 2027. No Rule 10b5-1 trading plan is reported.

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Insider Jones Wendy Elizabeth
Role Director
Type Security Shares Price Value
Grant/Award Notional Shares - Mandatory F1, F2 115 $118.48 $14K
Grant/Award Notional Shares - Optional F3, F4 21 $118.48 $2K
Grant/Award 2026 Restricted Stock Units F5, F6 21 $118.48 $2K
Holdings After Transaction: Notional Shares - Mandatory — 9,895 contracts (Direct); Notional Shares - Optional — 1,809 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 her 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 the economic equivalent of 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.
Mandatory notional shares granted 115 units Deferred stock units granted September 10, 2026
Optional notional shares granted 21 units Deferred stock units granted September 10, 2026
Restricted stock units granted (2026 grant) 21 units 2026 restricted stock units granted September 10, 2026
Reference value per unit $118.48 per unit Reported transaction price per derivative unit for all three grants
Mandatory notional shares held after grant 9,895 units Total direct holdings of mandatory notional shares after September 10, 2026 grant
Optional notional shares held after grant 1,809 units Total direct holdings of optional notional shares after September 10, 2026 grant
Restricted stock units held after grant 1,798 units Total direct holdings of restricted stock units after September 10, 2026 grant
deferred stock unit financial
"Each notional share - mandatory represents a deferred stock unit and entitles"
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.
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive"
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.
economic equivalent financial
"represents a contingent right to receive the economic equivalent of one share"

FAQ

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

What equity awards did PRUDENTIAL FINANCIAL INC (PFH) grant to director Wendy Jones?

On September 10, 2026, Wendy Jones received 115 mandatory notional shares, 21 optional notional shares, and 21 restricted stock units, each representing the right to receive the economic equivalent of one share of Prudential Financial common stock.

How do the mandatory notional shares for PFH director Wendy Jones work?

Each mandatory notional share is a deferred stock unit that entitles Wendy Jones to receive one share of common stock under the non-employee director deferred compensation plan, with payouts beginning on elected dates tied to retirement age and plan-period timing rules.

What are the terms of the optional notional shares reported for PFH director Wendy Jones?

Each optional notional share is a deferred stock unit deliverable as one share of common stock or its cash value. Payment begins on a date elected by Wendy Jones at least two years after the end of the related plan year, under the deferred compensation plan.

When do Wendy Jones’s 2026 restricted stock units in PFH vest?

The 2026 restricted stock units granted to Wendy Jones vest at the earlier of the annual meeting or May 12, 2027. Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of Prudential Financial common stock.

Were Wendy Jones’s PFH equity transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 plan is reported for these transactions, and they are characterized as grants or awards of derivative securities rather than open-market purchases or sales.

What are Wendy Jones’s post-transaction derivative holdings reported for PFH?

After the September 10, 2026 grants, Wendy Jones holds 9,895 mandatory notional shares, 1,809 optional notional shares, and 1,798 restricted stock units, all reported as directly owned and each linked to one share of Prudential Financial common stock.

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

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Learn about SEC filing dates
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*
Jones Wendy Elizabeth

(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)
09/10/2026
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)09/10/2026A115 (2) (2)Common Stock115$118.489,895D
Notional Shares - Optional$0(3)09/10/2026A21 (4) (4)Common Stock21$118.481,809D
2026 Restricted Stock Units$0(5)09/10/2026A21 (6) (6)Common Stock21$118.481,798D
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 her 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 the economic equivalent of 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.
/s/ Danny Fiore, attorney-in-fact09/14/2026
** 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)

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