Prudential Financial (NYSE: PFH) director awarded deferred stock units and RSUs

Rhea-AI Filing Summary

Pianalto Sandra reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial director Sandra Pianalto reported awards of deferred equity-linked units as part of board compensation. On March 12, 2026, she received 267 "notional shares - mandatory," 78 "notional shares - optional," and 26 restricted stock units, each tied to one share of common stock at a reference price of $92.34 per unit.

The mandatory and optional notional shares are deferred stock units under Prudential’s deferred compensation plan for non-employee directors, deliverable in stock or cash at dates she elects within plan limits. The restricted stock units vest at the earlier of the annual meeting or May 13, 2026 and are deferred until she retires from the board. Following these grants, her holdings reported in these plans total 17,943 mandatory notional shares, 5,285 optional notional shares, and 1,765 restricted stock units.

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^*

Pianalto Sandra

(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		267		(2)	(2)	Common Stock	267	$92.34	17,943	D
Notional Shares - Optional	$0(3)	03/12/2026		A		78		(4)	(4)	Common Stock	78	$92.34	5,285	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 his 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.

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).
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FAQ

What insider transactions did PRUDENTIAL FINANCIAL INC (PFH) report for Sandra Pianalto?

Sandra Pianalto received equity-based awards, not open-market trades. She was granted 267 mandatory notional shares, 78 optional notional shares, and 26 restricted stock units, each linked to one share of Prudential common stock at a reference price of $92.34.

What are the mandatory notional shares granted to the PRU director in this Form 4?

The 267 mandatory notional shares are deferred stock units. Each unit represents a right to receive one share of Prudential common stock under the deferred compensation plan for non-employee directors, with payouts starting on retirement-related or elected dates within plan rules.

How do the optional notional shares work in the Prudential (PFH) director’s compensation?

The 78 optional notional shares are also deferred stock units. Each gives the director the right to receive either one share of common stock or its cash value, with payment timing and investment transfers governed by Prudential’s non-employee director deferred compensation plan.

What are the terms of the restricted stock units granted to the Prudential director?

The 26 restricted stock units represent contingent rights to receive one share of PRU common stock each. They vest at the earlier of the annual meeting or May 13, 2026 and are deferred until the director retires from the board under the company’s 2011 plan.

How many deferred units and RSUs does Sandra Pianalto hold after these Prudential grants?

After the awards, her reported positions are 17,943 mandatory notional shares, 5,285 optional notional shares, and 1,765 restricted stock units. These figures reflect holdings within Prudential’s deferred compensation and equity plans for non-employee directors, as of the transaction date.

Does this Prudential (PFH) Form 4 indicate stock purchases or sales by the director?

No open-market purchases or sales are shown. All three transactions are coded as awards (transaction code A), meaning they are grants of deferred stock units and restricted stock units as compensation, rather than discretionary buying or selling in the market.