Prudential director granted deferred stock, RSUs

A Prudential Financial non-employee director received additional deferred stock and restricted stock unit awards tied to company common shares.

Rhea-AI Filing Summary

PRUDENTIAL FINANCIAL INC (symbol PFH) reported that director Martina Hundmejean received equity-based awards linked to its common stock. On September 10, 2026 she acquired 180 notional shares - mandatory, 336 notional shares - optional, and 21 restricted stock units, each tied to one share of common stock at a reference value of $118.48 per unit. These awards are granted under the deferred compensation plan for non-employee directors and are generally payable in stock or cash at or after retirement or termination of board service, subject to election and timing rules described in the plan.

Insider Trade Summary

Grant/Award: 537 shares

Grant/Award 3 txns

Insider HUNDMEJEAN MARTINA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Notional Shares - Mandatory F1, F2	180	$118.48	$21K
Grant/Award	Notional Shares - Optional F3, F4	336	$118.48	$40K
Grant/Award	2026 Restricted Stock Units F5, F6	21	$118.48	$2K

Holdings After Transaction: Notional Shares - Mandatory — 15,434 contracts (Direct); Notional Shares - Optional — 28,783 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 one share of PRU common stock or the economic equivalent thereof. The restricted stock units become payable, in PRU common stock or in cash, at the election of the reporting person, upon or following the reporting person's termination of service as a Director unless the reporting person elects an earlier date pursuant to the terms of the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.
6. F6. 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.

Key Figures

Mandatory notional shares granted: 180 shares Optional notional shares granted: 336 shares Restricted stock units granted: 21 units +4 more

7 metrics

Mandatory notional shares granted 180 shares Deferred stock units granted on September 10, 2026

Optional notional shares granted 336 shares Deferred stock units granted on September 10, 2026

Restricted stock units granted 21 units 2026 RSUs granted on September 10, 2026

Reference value per unit $118.48 per unit Price field for all three September 10, 2026 awards

Mandatory notional shares after transaction 15,434 shares Direct holdings of notional shares - mandatory following the grant

Optional notional shares after transaction 28,783 shares Direct holdings of notional shares - optional following the grant

Restricted stock units after transaction 1,798 units Direct holdings of 2026 restricted stock units following the grant

Key Terms

deferred stock unit, notional shares - mandatory, notional shares - optional, restricted stock unit, +1 more

5 terms

deferred stock unit financial

"represents a deferred stock unit and entitles the holder thereof"

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.

notional shares - mandatory financial

"Each notional share - mandatory represents a deferred stock unit"

notional shares - optional financial

"Each notional share - optional represents a deferred stock unit"

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.

deferred compensation plan for non-employee directors financial

"under the Issuer's deferred compensation plan for non-employee directors"

FAQ

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

What insider transactions were reported for PRU/PFH in this Form 4?

The filing reports that director Martina Hundmejean received 180 notional shares - mandatory, 336 notional shares - optional, and 21 restricted stock units on September 10, 2026, all as equity-based awards linked to Prudential Financial common stock.

What are the notional shares - mandatory reported for PRU/PFH?

The 180 notional shares - mandatory are deferred stock units. Each unit represents a right to receive one share of Prudential common stock under the non-employee director deferred compensation plan, with distributions beginning on dates elected by the director within plan limits tied to retirement and age.

What are the notional shares - optional in this PRU/PFH Form 4?

The 336 notional shares - optional are deferred stock units that entitle the holder to receive one share of common stock or the cash value per unit. Payout timing is elected by the director but must start at least two years after the end of the related plan year, subject to plan terms.

How do the 2026 restricted stock units for PRU/PFH vest and pay out?

The 21 restricted stock units represent a contingent right to receive one share of Prudential common stock or its economic equivalent. They vest at the earlier of the annual meeting or May 12, 2027 and are deferred until retirement from the Board, unless an earlier date is elected under the plan.

What holdings does the director report after these PRU/PFH awards?

After the September 10, 2026 grants, the director reports 15,434 notional shares - mandatory, 28,783 notional shares - optional, and 1,798 restricted stock units, each type held directly and each unit tied to one share or its economic or cash equivalent.

Were these PRU/PFH insider awards made under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the awards and plan-based deferrals but do not state that they were made under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/14/2026 - 05:04 PM Accepted by SEC EDGAR 09/14/2026 - 05:03 PM Learn about SEC filing dates

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^*

HUNDMEJEAN MARTINA

(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)

X	Director		10% 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)

X	Form 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)
			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)	09/10/2026		A		180		(2)	(2)	Common Stock	180	$118.48	15,434	D
Notional Shares - Optional	$0(3)	09/10/2026		A		336		(4)	(4)	Common Stock	336	$118.48	28,783	D
2026 Restricted Stock Units	$0(5)	09/10/2026		A		21		(6)	(6)	Common Stock	21	$118.48	1,798	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 one share of PRU common stock or the economic equivalent thereof. The restricted stock units become payable, in PRU common stock or in cash, at the election of the reporting person, upon or following the reporting person's termination of service as a Director unless the reporting person elects an earlier date pursuant to the terms of the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

6. 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/ Danny Fiore, attorney-in-fact	09/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)