Prudential (NYSE: PFH) director receives new deferred stock unit awards

Rhea-AI Filing Summary

Di Sibio Carmine reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial Inc. director Carmine Di Sibio reported equity-based compensation awards rather than open-market trades. He received 20 notional shares under the non-employee director deferred compensation plan and 26 restricted stock units, each tied to one share of common stock, based on a reference price of $92.34 per share.

The notional shares are deferred stock units that will be settled in common stock or its economic equivalent under the director deferred compensation plan, with payout timing elected by the director within plan limits tied to retirement and age 70.5%. The restricted stock units vest at the earlier of the annual meeting or May 13, 2026 and are deferred until retirement from the board, when they become payable in stock or cash at the director’s election. Following these grants, the filing shows 1,391 notional shares and 1,765 restricted stock units outstanding in the respective award lines.

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

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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^*

Di Sibio Carmine

(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		20		(2)	(2)	Common Stock	20	$92.34	1,391	D
2025 Restricted Stock Units	$0(3)	03/12/2026		A		26		(4)	(4)	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 or the economic equivalent 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 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.

4. The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2026 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	03/16/2026
	** 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.
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FAQ

What insider transactions did PRUDENTIAL FINANCIAL (PFH) report for Carmine Di Sibio?

Carmine Di Sibio received equity awards, not open-market trades. He was granted 20 notional deferred stock units and 26 restricted stock units, each linked to Prudential common stock at a reference price of $92.34 per share, as part of non-employee director compensation.

Are the PRUDENTIAL FINANCIAL (PFH) Form 4 transactions director compensation or stock purchases?

The Form 4 transactions reflect director compensation grants, not stock purchases. They consist of notional deferred stock units and restricted stock units awarded to a non-employee director under Prudential’s deferred compensation plan for directors, with settlement in stock or cash at specified future dates.

How do the notional shares in the PRUDENTIAL FINANCIAL (PFH) filing work?

Each notional share represents a deferred stock unit giving the right to receive one share of Prudential common stock, or its economic equivalent. Payout timing is chosen by the director within plan rules linked to retirement and must begin in the year the director reaches age 70½.

When do the restricted stock units in the PRUDENTIAL FINANCIAL (PFH) Form 4 vest?

The restricted stock units vest at the earlier of Prudential’s annual meeting or in one year on May 13, 2026. They are deferred until the director retires from the board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

What does the Form 4 say about settlement of the PRUDENTIAL FINANCIAL (PFH) restricted stock units?

Each restricted stock unit represents a contingent right to receive one Prudential common share or its economic equivalent. Payment occurs in stock or cash, at the director’s election, upon or after termination of service as a director, subject to elections allowed under the 2011 deferred compensation plan.

How many deferred units does the PRUDENTIAL FINANCIAL (PFH) director hold after these grants?

After the reported grants, the filing shows 1,391 notional deferred stock units in the mandatory notional share line and 1,765 restricted stock units in the 2025 RSU line. Each unit is tied to one share of Prudential common stock or its economic equivalent under plan terms.