Prudential (PRU) Form 4: 16 Deferred Units and 21 RSUs Reported

Rhea-AI Filing Summary

Carmine Di Sibio, a director of Prudential Financial, Inc. (PRU), reported acquisitions under the company’s non-employee director deferred compensation and restricted stock unit plans. On 09/11/2025 he was credited with 16 notional (deferred) shares and 21 restricted stock units, each tied to one share of PRU common stock and shown with a reference price of $106.99. The deferred units represent rights to receive shares (or cash equivalent) under the deferred compensation plan and the restricted stock units vest the earlier of the annual meeting or May 13, 2026 and were deferred until retirement. The filing shows beneficial ownership following the transactions of 1,355 shares (deferred units) and 1,718 shares (RSUs), reported as direct holdings.

Positive

• Director alignment with shareholders via receipt of equity-linked compensation (deferred stock units and restricted stock units).
• Clear disclosure of vesting conditions and deferral provisions for both deferred units and RSUs, supporting governance transparency.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity credits; small incremental share-based compensation, not expected to move valuation materially.

The Form 4 documents standard compensation mechanics for a non-employee director rather than an open-market purchase or sale. The reported additions—16 deferred stock units and 21 restricted stock units—are modest in size and reflect elective deferral and annual equity awards converted into deferred forms. These grants align the director’s pay with equity performance, but the absolute amounts and the nature of deferred timing indicate limited near-term dilution or market impact. No cash purchase or sale proceeds are reported.

Corporate Governance Expert

TL;DR: Disclosure is consistent with governance best practices for director compensation and timing disclosures are clear.

The filing provides clear descriptions of the instruments: notional deferred units convertible into shares or cash under the 2011 Deferred Compensation Plan and restricted stock units that vest by the annual meeting or May 13, 2026, with deferral until retirement. The election options and timing windows are disclosed. This is a routine, transparent director compensation disclosure without indications of exceptional related-party transactions or acceleration outside plan terms.

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^*

Di Sibio Carmine

(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		16		(2)	(2)	Common Stock	16	$106.99	1,355	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 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 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.
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FAQ

What did Carmine Di Sibio report on Form 4 for PRU?

He reported being credited with 16 notional (deferred) shares and 21 restricted stock units on 09/11/2025 under Prudential’s director compensation plans.

Do the reported units represent immediate stock ownership in PRU?

No. The notional deferred shares and restricted stock units represent rights to receive one share (or cash equivalent) in the future under the company’s deferred compensation plan.

When do the restricted stock units vest?

The RSUs vest the earlier of the annual meeting or May 13, 2026, and were deferred until retirement under the plan.

What amounts of beneficial ownership are reported after the transaction?

The filing shows 1,355 shares reported for the deferred units and 1,718 shares reported for the restricted stock units as beneficially owned following the transactions.

Was any cash price paid for these units according to the filing?

The filing shows the derivative security price as $0 for the units, with a reference underlying price of $106.99; the units represent compensatory awards rather than open-market purchases.