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The Vanguard Group filed Amendment No. 11 on a Schedule 13G/A reporting 0 shares and 0% beneficial ownership of Prudential Financial Inc. common stock. The filing explains an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries or business divisions to report holdings separately; as a result, The Vanguard Group, Inc. states it no longer is deemed to beneficially own securities held by those entities. The filing is signed by Ashley Grim on 03/27/2026.
Prudential Financial, Inc. is asking shareholders to vote at its May 12, 2026 annual meeting on electing 11 director nominees, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving executive pay on an advisory basis, and a shareholder proposal for an independent Board Chair. The Board recommends voting for all company proposals and against the independent Chair proposal. Governance highlights include a 91% independent board, 45% women, 70% diverse non‑employee directors, and a combined Chair/CEO role with a Lead Independent Director. For 2025, cumulative total shareholder return was 0% over one year, 32% over three years, and 84% over five years. PwC audit and related fees were $65 million in 2025, and directors attended 99% of Board and committee meetings.
Prudential Financial Inc.'s Chief Executive Officer and Chairman Andrew F. Sullivan received a grant of 145 Deferred Compensation Shares on March 12, 2026. These units are valued at $92.34 per unit and are a form of compensation, not an open-market purchase.
The Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1-to-1 basis, but are deemed immediately exercisable and are payable in cash at a date selected by the participant. Following this award, Sullivan holds 12,256 Deferred Compensation Shares directly.
Wolk Joseph J reported acquisition or exercise transactions in this Form 4 filing.
Prudential Financial Inc. director Joseph J. Wolk reported a grant of 26 restricted stock units tied to the company’s common stock. Each unit represents the right to receive one share of common stock. Following this award, he holds a total of 1,781 restricted stock units.
The units were granted as compensation and will vest in one year on September 30, 2026. Under Prudential Financial’s 2011 Deferred Compensation Plan for Non-Employee Directors, the vested units are deferred until Wolk retires from the Board, making this a routine, long-term equity incentive rather than an open-market stock purchase.
TODMAN MICHAEL reported acquisition or exercise transactions in this Form 4 filing.
Prudential Financial Inc. director Michael Todman received new equity-based compensation awards. On March 12, 2026, he was granted 194 notional mandatory shares and 162 notional optional shares, each representing a deferred stock unit tied to one share of Prudential common stock or its cash value under the non‑employee director deferred compensation plan.
He was also granted 26 restricted stock units for 2025, each representing a contingent right to one share of PRU common stock or its economic equivalent. These restricted stock units vest at the earlier of the annual meeting or May 13, 2026 and are deferred until his retirement from the Board under the plan’s terms.
Stoddard Thomas D reported acquisition or exercise transactions in this Form 4 filing.
Prudential Financial director Thomas D. Stoddard reported a compensation grant of 25 restricted stock units tied to Prudential common stock. The units were awarded on March 12, 2026 at a reference price of $92.34 per unit, will vest on July 8, 2026, and are deferred until his retirement from the Board under the company’s 2011 Deferred Compensation Plan for Non-Employee Directors. Following this grant, his reported balance in these restricted stock units is 1,739, and the filing does not reflect any open-market buying or selling of shares.
POON CHRISTINE A reported acquisition or exercise transactions in this Form 4 filing.
Prudential Financial director Christine A. Poon reported new stock-based compensation awards rather than open-market trades. She received 201 notional shares labeled mandatory, 61 notional shares labeled optional, and 26 restricted stock units, each linked economically to one share of Prudential common stock.
The notional share awards are deferred compensation for non-employee directors, payable in stock or cash at dates she elects under the company’s deferred compensation plan. The 2025 restricted stock units vest at the earlier of the next annual meeting or on May 13, 2026, after which they deliver the value of Prudential stock.
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.
Prudential Financial Inc. director Wendy Elizabeth Jones reported receiving equity-based compensation awards. On March 12, 2026, she acquired 144 notional mandatory deferred stock units and 26 restricted stock units, both tied to Prudential common stock, based on a reference price of $92.34 per unit.
The notional mandatory units are deferred stock units under Prudential’s deferred compensation plan for non-employee directors, each representing the right to receive one common share in the future. The related footnotes explain that payouts can begin around or after retirement, subject to specified timing elections.
The 2025 restricted stock units each represent a contingent right to receive one share of Prudential common stock or its economic equivalent, payable in stock or cash at Jones’s election upon or after her termination of service as a director, unless an earlier date is elected under the company’s 2011 deferred compensation plan.
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.