Prudential (PRU) Director Reports 117 Deferred Units and 21 RSUs

Rhea-AI Filing Summary

Wendy Elizabeth Jones, a director of Prudential Financial, Inc. (PRU), reported transactions dated 09/11/2025 on a Form 4. The filing shows acquisitions under the company’s non-employee director deferred compensation programs: 117 notional shares (deferred stock units) and 21 restricted stock units, each with a referenced price of $106.99. After the transactions, the reporting person beneficially owned 9,400 notional shares and 1,718 restricted stock units. The deferred units convert to common stock or cash per plan terms and vesting/payment timing is governed by the Prudential 2011 Deferred Compensation Plan for Non-Employee Directors, including election and retirement timing rules.

Positive

• Acquisition of equity-linked compensation: 117 notional deferred stock units and 21 restricted stock units were acquired on 09/11/2025.
• Increased director holdings: Post-transaction beneficial ownership reported as 9,400 notional shares and 1,718 restricted stock units.
• Flexibility in payout: Units may be paid in common stock or cash and include elections for timing tied to retirement or earlier dates.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation deferrals added 117 deferred stock units and 21 RSUs, increasing director holdings modestly.

The reported transactions are standard non-employee director compensation elections under Prudential’s deferred compensation plan. The filings record acquisition (not disposition) and show material post-transaction holdings of 9,400 notional shares and 1,718 RSUs. These are compensation-driven and not market trades; they do not indicate a change in company outlook or an actionable signal about PRU’s near-term performance.

Corporate Governance Expert

TL;DR: Transaction reflects routine governance practice of deferring director fees into equity-linked units.

The description clarifies that notional shares and restricted stock units follow plan rules for election, vesting and payment (including retirement-tied distribution options). This demonstrates alignment of non-employee director compensation with shareholder equity but is routine and governed by established plan provisions rather than ad hoc board action.

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
Estimated average burden
hours per response:			0.5

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^*

Jones Wendy Elizabeth

(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)
09/11/2025

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)	09/11/2025		A		117		(2)	(2)	Common Stock	117	$106.99	9,400	D
2025 Restricted Stock Units	$0(3)	09/11/2025		A		21		(4)	(4)	Common Stock	21	$106.99	1,718	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 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.

4. 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/ Richard J. Baker, attorney-in-fact	09/12/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Wendy Elizabeth Jones report on Form 4 for PRU?

She reported acquiring 117 notional deferred stock units and 21 restricted stock units on 09/11/2025.

How many PRU notional shares and RSUs does the reporting person own after the transaction?

9,400 notional shares and 1,718 restricted stock units are reported as beneficially owned following the transactions.

Are the units payable in stock or cash according to the Form 4?

Yes. The restricted stock units may be paid in PRU common stock or in cash at the reporting person’s election per the deferred compensation plan.

When can the deferred units be paid to the reporting person?

Payment may commence prior to retirement (not earlier than the January 1 following the plan period), within 90 days after retirement, or at a later chosen date, with mandatory payment by the year the person attains age 70 1/2.

Does the Form 4 indicate any open-market purchases or sales of PRU stock?

No. The filing reflects acquisitions via the company’s deferred compensation plan, not open-market trades.