Prudential Financial (NYSE: PRU) director reports new stock unit grants

Rhea-AI Filing Summary

Prudential Financial Inc. reported an insider ownership update for a non-employee director reflecting new equity-based awards on 12/11/2025. The director acquired 15 "notional shares - mandatory" deferred stock units and 19 2025 restricted stock units, each linked to one share of Prudential common stock, with the form listing a price of $117.05.

Following these grants, the director beneficially owns 1,370 deferred stock units and 1,738 restricted stock units. The notional shares and restricted stock units are issued under Prudential’s 2011 Deferred Compensation Plan for Non-Employee Directors, with amounts payable in common stock or cash at dates elected by the director, including around retirement, and the 2025 restricted stock units vest at the earlier of the annual meeting or May 13, 2026.

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)
12/11/2025

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

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)	12/11/2025		A		15		(2)	(2)	Common Stock	15	$117.05	1,370	D
2025 Restricted Stock Units	$0(3)	12/11/2025		A		19		(4)	(4)	Common Stock	19	$117.05	1,738	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	12/15/2025
	** 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 equity awards were reported for Prudential Financial Inc (PRU)?

A non-employee director of Prudential Financial Inc. reported receiving 15 "notional shares - mandatory" deferred stock units and 19 2025 restricted stock units on 12/11/2025, each tied to one share of PRU common stock.

How many deferred stock units and restricted stock units does the PRU director own after this filing?

After the reported transactions, the director beneficially owns 1,370 deferred stock units classified as "notional shares - mandatory" and 1,738 2025 restricted stock units, all reported as held directly.

What does a PRU "notional share - mandatory" represent for this director?

Each notional share - mandatory represents a deferred stock unit that entitles the holder to receive one share of Prudential common stock or the economic equivalent under the company’s deferred compensation plan for non-employee directors.

When can the director receive shares from the PRU deferred stock units?

According to the filing, the deferred units are issuable at dates elected by the director, including before or within 90 days after retirement or a later selected date, with payment required to commence in the year the director attains age 70 1/2.

How do the PRU 2025 restricted stock units work for this director?

Each 2025 restricted stock unit gives a contingent right to receive one share of PRU common stock or its economic equivalent. These units become payable, in stock or cash at the director’s election, upon or after termination of service as a director unless an earlier date is elected under the 2011 Deferred Compensation Plan for Non-Employee Directors.

When do the PRU 2025 restricted stock units vest?

The filing states that the 2025 restricted stock units vest at the earlier of the company’s annual meeting or in one year on May 13, 2026, and they have been deferred until the director’s retirement from the Board under the plan.