Prudential director granted 1,754 RSUs

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

Accepted by SEC EDGAR 05/14/2026 - 12:53 PM EDT Learn about SEC filing dates

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 a grant of 1,754 2026 Restricted Stock Units. Each unit represents a contingent right to receive one share of Prudential common stock. The units vest at the earlier of the next annual meeting or May 12, 2027 and are deferred until his retirement from the Board under the company’s 2011 Deferred Compensation Plan for Non-Employee Directors.

Insider Trade Summary

Grant/Award: 1,754 shares

Grant/Award 1 txn

Insider Stoddard Thomas D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	2026 Restricted Stock Units	1,754	$0.00	$0.00

Holdings After Transaction: 2026 Restricted Stock Units — 1,754 contracts (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of PRU common stock.
2. F2. 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

RSUs granted: 1,754 units Price per RSU: $0.00 per unit RSUs after transaction: 1,754 units +2 more

5 metrics

RSUs granted 1,754 units 2026 Restricted Stock Units granted to director

Price per RSU $0.00 per unit Compensation grant, no purchase price

RSUs after transaction 1,754 units Total derivative holdings from this grant following transaction

Vesting date Earlier of annual meeting or May 12, 2027 Time-based vesting condition for RSUs

Underlying shares 1,754 shares Common stock deliverable upon RSU settlement

Key Terms

Restricted Stock Units, contingent right, vest, Deferred Compensation Plan, +1 more

5 terms

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 the earlier of the annual meeting or in one year on May 12, 2027"

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.

FAQ

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

What insider transaction did Prudential Financial (PFH) report for Thomas D. Stoddard?

Prudential Financial reported that director Thomas D. Stoddard received 1,754 2026 Restricted Stock Units as a compensation grant. These units are derivative securities that convert into common stock on vesting, rather than an open-market stock purchase or sale.

How many restricted stock units did the Prudential Financial (PFH) director receive?

Thomas D. Stoddard received 1,754 2026 Restricted Stock Units. Each unit represents a contingent right to receive one share of Prudential common stock, giving him potential future equity exposure tied directly to the company’s stock price performance after vesting.

When do Thomas D. Stoddard’s Prudential Financial (PFH) RSUs vest?

The restricted stock units vest at the earlier of Prudential’s next annual meeting or one year on May 12, 2027. This time-based vesting schedule links the director’s equity compensation to continued board service over roughly a one-year period.

Are the new Prudential Financial (PFH) RSUs immediately payable to Thomas D. Stoddard?

No, the RSUs are deferred until his retirement from the Board under Prudential Financial, Inc.’s 2011 Deferred Compensation Plan for Non-Employee Directors. He receives the underlying common shares only after both vesting and later retirement conditions are satisfied.

Is Thomas D. Stoddard’s RSU grant an open‑market purchase of Prudential Financial (PFH) stock?

No, the Form 4 shows a grant coded as an award acquisition, not a market trade. The 1,754 restricted stock units are part of director compensation and convert into common stock in the future, rather than being bought on the open market.

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

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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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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
2026 Restricted Stock Units	$0(1)	05/12/2026		A		1,754		(2)	(2)	Common Stock	1,754	$0	1,754	D

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 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-fact	05/14/2026
	** 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)