Prudential Financial Inc (PRU) director granted deferred units and RSUs

Rhea-AI Filing Summary

A director of Prudential Financial Inc reported receiving deferred equity awards related to service on the board on 12/11/2025. The report shows the acquisition of 169 mandatory notional share units, 295 optional notional share units and 19 2025 restricted stock units, each tied to one share of Prudential common stock or its economic equivalent under the company’s deferred compensation arrangements for non-employee directors.

The mandatory and optional notional share units generally become payable in common stock or cash at the director’s election, based on plan rules connected to the timing of fees, retirement and other elected dates. The 2025 restricted stock units vest at the earlier of the annual meeting or May 13, 2026 and have been deferred until retirement from the board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

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^*

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)
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		169		(2)	(2)	Common Stock	169	$117.05	14,831	D
Notional Shares - Optional	$0(3)	12/11/2025		A		295		(4)	(4)	Common Stock	295	$117.05	25,920	D
2025 Restricted Stock Units	$0(5)	12/11/2025		A		19		(6)	(6)	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 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	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.
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FAQ

What insider transaction did Prudential Financial Inc (PRU) report on 12/11/2025?

The report shows a company director received 169 mandatory notional share units, 295 optional notional share units and 19 2025 restricted stock units, each linked to one share of Prudential common stock or its cash value under deferred compensation arrangements.

What is the reporting persone28099s relationship to Prudential Financial Inc (PRU)?

The reporting person is identified as a Director of Prudential Financial Inc, and the awards are granted under the companye28099s deferred compensation plan for non-employee directors.

What are the e2809cmandatorye2809d notional share units reported for Prudential Financial (PRU)?

Each mandatory notional share unit represents a deferred stock unit giving the director the right to receive one share of Prudential common stock under the deferred compensation plan for non-employee directors, with payment timing tied to elections around retirement and specified plan dates.

How do the e2809coptionale2809d notional share units work in the Prudential Financial (PRU) report?

Each optional notional share unit represents a deferred stock unit that can be settled in Prudential common stock or its cash value, at the directore28099s election, with payment beginning at least two years after the end of the plan year for the related elective deferrals, subject to plan terms.

How do the 2025 restricted stock units for Prudential Financial Inc (PRU) vest and pay out?

Each 2025 restricted stock unit gives a contingent right to receive one share of PRU common stock or the economic equivalent. These units vest at the earlier of the annual meeting or May 13, 2026 and are deferred until the directore28099s retirement from the board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

Are the reported Prudential Financial (PRU) units immediate cash transactions?

No. The mandatory and optional notional share units and the 2025 restricted stock units are deferred compensation awards with a stated conversion or exercise price of $0, payable later in stock or cash according to the plane28099s timing and election rules.