Prudential Financial (NYSE: PRU) director awarded deferred share units

Rhea-AI Filing Summary

HUNDMEJEAN MARTINA reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial director Martina Hundmejean reported awards of deferred equity-based compensation, not open-market trades. She received 224 notional mandatory shares and 392 notional optional shares, each representing deferred stock units tied to Prudential common stock at a reference price of $92.34 per unit under the non-employee director deferred compensation plan.

She was also granted 26 restricted stock units for 2025 at the same reference price, which vest at the earlier of the annual meeting or May 13, 2026 and are deferred until her retirement from the Board under the plan. After these awards, her direct holdings include 15,056 mandatory notional shares, 26,313 optional notional shares, and 1,765 restricted stock units, all convertible into an equal number of Prudential common shares or their cash value under plan terms.

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

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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^*

HUNDMEJEAN MARTINA

(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		224		(2)	(2)	Common Stock	224	$92.34	15,056	D
Notional Shares - Optional	$0(3)	03/12/2026		A		392		(4)	(4)	Common Stock	392	$92.34	26,313	D
2025 Restricted Stock Units	$0(5)	03/12/2026		A		26		(6)	(6)	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 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 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 did Prudential Financial (PRU) director Martina Hundmejean report on this Form 4?

Martina Hundmejean reported awards of deferred equity-based compensation, not market trades. She received notional mandatory and optional share units and restricted stock units tied to Prudential common stock under the non-employee director deferred compensation and RSU plans.

How many deferred stock units did Martina Hundmejean receive from Prudential Financial (PRU)?

She received 224 notional mandatory shares and 392 notional optional shares, each representing a deferred stock unit. These units entitle her to receive one Prudential common share or its cash value in the future, under the non-employee director deferred compensation plan.

What restricted stock units did Prudential Financial (PRU) grant to director Martina Hundmejean?

She was granted 26 restricted stock units labeled as 2025 RSUs at a reference price of $92.34. Each RSU represents a contingent right to one Prudential common share or its economic equivalent, payable in stock or cash under the 2011 Deferred Compensation Plan for Non-Employee Directors.

When do Martina Hundmejean’s Prudential Financial (PRU) restricted stock units vest and pay out?

The restricted stock units vest at the earlier of the annual meeting or one year on May 13, 2026. They are deferred until her termination of service as a director, unless she elects an earlier date permitted under Prudential’s 2011 Deferred Compensation Plan.

Are the Prudential Financial (PRU) notional share awards payable in stock or cash?

Each notional mandatory share is a deferred stock unit payable in Prudential common stock. Each notional optional share is a deferred stock unit payable in either Prudential common stock or the cash value thereof, at the director’s election, under the deferred compensation plan.

Did Prudential Financial (PRU) director Martina Hundmejean buy or sell shares on the open market?

No open-market purchases or sales were reported. The Form 4 reflects equity awards classified as grants or other acquisitions of deferred stock units and restricted stock units, all under Prudential’s non-employee director compensation and deferred compensation plans.