Prudential Financial (PFH) SVP sells 8,000 shares, holds sizable equity awards

Rhea-AI Filing Summary

Prudential Financial Inc. reported an insider stock transaction by a Senior Vice President. On 12/02/2025, the officer sold 8,000 shares of Prudential common stock at $107.69 per share. After this sale, he directly owns 11,535 common shares and indirectly owns 307 shares through a 401(k) plan.

The officer also holds equity-based incentives, including 14,905 vested stock options, 9,429 restricted stock units, and 33,449 target performance shares, with the final number of performance shares depending on achievement of performance goals. A small adjustment was made to prior share counts to reflect 18 shares acquired under The Prudential Employee Savings Plan between September 30, 2024 and September 30, 2025.

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
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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^*

SCHMIDT TIMOTHY L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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
Common Stock	12/02/2025		S		8,000	D	$107.69	11,535(1)	D
Common Stock								307(2)	I	By 401(k)

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

Explanation of Responses:

1. Following the transaction reported on this Form 4, Mr. Schmidt continues to hold 11,535 shares directly and 307 shares indirectly in a 401(k) account. Mr. Schmidt also holds an additional 14,905 vested stock options, 9,429 restricted stock units and 33,449 target performance shares (the exact number awarded being dependent on achievement of performance goals).

2. Amount reported has been adjusted to include 18 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2024 and September 30, 2025 based on a plan statement dated September 30, 2025. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

	/s/ Danny Fiore, attorney-in-fact	12/02/2025
	** 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 was reported for PRUDENTIAL FINANCIAL INC (PFH)?

A Senior Vice President of Prudential Financial Inc. reported selling 8,000 shares of common stock on 12/02/2025 at a price of $107.69 per share.

How many Prudential Financial (PFH) shares does the insider hold after the transaction?

Following the reported sale, the officer holds 11,535 common shares directly and 307 shares indirectly in a 401(k) account.

What equity awards does the Prudential Financial (PFH) insider still own?

The insider holds 14,905 vested stock options, 9,429 restricted stock units, and 33,449 target performance shares, with the final performance share amount dependent on performance goals.

What adjustment was disclosed in this Prudential Financial (PFH) Form 4?

The amount reported was adjusted to include 18 additional shares of common stock acquired under The Prudential Employee Savings Plan between September 30, 2024 and September 30, 2025.

Was the Prudential Financial (PFH) employee savings plan acquisition exempt from Section 16?

Yes. The 18 shares acquired under The Prudential Employee Savings Plan were stated as exempt from Section 16 under Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

What is the reporting person’s role at Prudential Financial (PFH)?

The reporting person is identified as an officer of Prudential Financial Inc., serving as Senior Vice President.