Prudential Financial (NYSE: PRU) director granted deferred units and RSUs

Rhea-AI Filing Summary

Prudential Financial Inc. reported that one of its directors received new equity awards on December 11, 2025.

The director was granted 481 notional shares under the non-employee director deferred compensation plan, each representing the right to receive one share of common stock or its economic equivalent, at a price of $117.05 per share, bringing the director’s total deferred stock units to 42,240. The director also received 19 restricted stock units tied to Prudential common stock at the same price, increasing total restricted stock units to 1,738; these 2025 restricted stock units vest at the earlier of the next 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

OMB Number:			3235-0287
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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^*

CASELLAS GILBERT F

(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		481		(2)	(2)	Common Stock	481	$117.05	42,240	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.

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

	/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).
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FAQ

What insider equity awards were reported for Prudential Financial (PRU)?

The filing shows that a Prudential Financial director received 481 notional shares under the deferred compensation plan for non-employee directors and 19 restricted stock units tied to common stock on December 11, 2025.

How many deferred stock units does the Prudential Financial director hold after this transaction?

After receiving 481 additional notional shares, the director beneficially owns a total of 42,240 deferred stock units representing potential Prudential Financial common shares or their economic equivalent.

What are the 'Notional Shares - Mandatory' reported for Prudential Financial (PRU)?

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

When do the 2025 restricted stock units for the Prudential Financial director vest?

The 2025 restricted stock units vest at the earlier of Prudential Financial’s next annual meeting or in one year on May 13, 2026, as stated in the award terms.

How many restricted stock units does the Prudential Financial director hold after the grant?

Following the grant of 19 additional restricted stock units on December 11, 2025, the director beneficially owns a total of 1,738 restricted stock units tied to Prudential Financial common stock.

What price is associated with the new Prudential Financial equity awards?

Both the 481 notional shares and the 19 restricted stock units are reported with a price of $117.05 per share for the underlying Prudential Financial common stock.