Prudential Financial (PRU) director receives new stock-based awards

Rhea-AI Filing Summary

POON CHRISTINE A reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial director Christine A. Poon reported new stock-based compensation awards rather than open-market trades. She received 201 notional shares labeled mandatory, 61 notional shares labeled optional, and 26 restricted stock units, each linked economically to one share of Prudential common stock.

The notional share awards are deferred compensation for non-employee directors, payable in stock or cash at dates she elects under the company’s deferred compensation plan. The 2025 restricted stock units vest at the earlier of the next annual meeting or on May 13, 2026, after which they deliver the value of Prudential stock.

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

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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^*

POON CHRISTINE A

(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
	Officer (give title below)		Other (specify below)

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
Notional Shares - Mandatory	$0(1)	03/12/2026		A		201		(2)	(2)	Common Stock	201	$92.34	13,501	D
Notional Shares - Optional	$0(3)	03/12/2026		A		61		(4)	(4)	Common Stock	61	$92.34	4,144	D
2025 Restricted Stock Units	$0(5)	03/12/2026		A		26		(6)	(6)	Common Stock	26	$92.34	1,765	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 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 13, 2026.

	/s/ Richard J. Baker, 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.
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FAQ

What insider activity does Prudential Financial's Form 4 for PFH report?

The Form 4 reports stock-based compensation grants to director Christine A. Poon, not open-market trading. She was awarded mandatory and optional notional shares plus restricted stock units, all tied to Prudential common stock, as part of the non-employee director compensation program.

Who is the insider in the latest Prudential Financial (PFH) Form 4 filing?

The insider is Christine A. Poon, a non-employee director of Prudential Financial. The filing shows she received additional notional share awards and restricted stock units, increasing her stock-based compensation exposure rather than recording any purchases or sales on the open market.

What are 'Notional Shares - Mandatory' in Prudential Financial's Form 4?

'Notional Shares - Mandatory' are deferred stock units for non-employee directors. Each unit entitles Christine A. Poon to receive one share of Prudential common stock in the future under the deferred compensation plan, with timing governed by retirement and age-based election rules.

How do 'Notional Shares - Optional' work for Prudential Financial directors?

'Notional Shares - Optional' are deferred stock units that can be settled in cash or common stock. Christine A. Poon may elect when payments begin, at least two years after the relevant plan year, and can transfer amounts into alternative investment accounts under plan terms.

When do Christine A. Poon’s 2025 restricted stock units at Prudential vest?

The 2025 restricted stock units vest at the earlier of Prudential’s annual meeting or on May 13, 2026. Each vested restricted stock unit delivers the economic equivalent of one share of Prudential common stock, aligning director compensation with shareholder value over time.

Are the Prudential Financial Form 4 transactions open-market buys or sells?

No, the reported transactions are grants of stock-based awards, not open-market buys or sells. They include mandatory and optional notional shares and restricted stock units, all issued as compensation to director Christine A. Poon under Prudential’s non-employee director compensation programs.