Prudential Financial (PRU) director granted new restricted and deferred stock units

Rhea-AI Filing Summary

Prudential Financial director Michael Todman reported equity-based compensation awards tied to company common stock. On June 11, 2026, he received 23 restricted stock units, each representing a contingent right to one share of PRU common stock or its economic equivalent, generally payable upon or after his Board service ends.

He also acquired 165 “notional shares – optional” and 170 “notional shares – mandatory”, each representing deferred stock units linked to one share of common stock under Prudential’s deferred compensation plan for non-employee directors. Optional notional shares may be paid in stock or cash starting at least two years after the relevant plan year, while mandatory notional shares are paid in stock after specified retirement- or age-based timing elections.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider TODMAN MICHAEL

Role null

Type	Security	Shares	Price	Value
Grant/Award	Notional Shares - Mandatory	170	$106.51	$18K
Grant/Award	Notional Shares - Optional	165	$106.51	$18K
Grant/Award	2026 Restricted Stock Units	23	$106.51	$2K

Holdings After Transaction: Notional Shares - Mandatory — 13,179 shares (Direct, null); Notional Shares - Optional — 12,792 shares (Direct, null); 2026 Restricted Stock Units — 1,777 shares (Direct, null)

Footnotes (1)

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. 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. 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. 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. 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. The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2027 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

Key Figures

Restricted stock units granted: 23 units Optional notional shares granted: 165 units Mandatory notional shares granted: 170 units +4 more

7 metrics

Restricted stock units granted 23 units Grant on June 11, 2026 at $106.51 reference price

Optional notional shares granted 165 units Deferred stock units linked to common stock on June 11, 2026

Mandatory notional shares granted 170 units Deferred stock units under director deferred compensation plan

Price reference per unit $106.51 per unit Transaction price per share for all three awards

RSUs after transaction 1,777 units Total restricted stock units reported following the 23-unit grant

Optional notional shares after 12,792 units Total optional notional shares following the 165-unit grant

Mandatory notional shares after 13,179 units Total mandatory notional shares following the 170-unit grant

Key Terms

deferred stock unit, notional share - optional, notional share - mandatory, deferred compensation plan for non-employee directors, +1 more

5 terms

deferred stock unit financial

"represents a deferred stock unit and entitles the holder thereof with the right to receive one share"

A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.

notional share - optional financial

"Each notional share - optional represents a deferred stock unit and entitles the holder"

notional share - mandatory financial

"Each notional share - mandatory represents a deferred stock unit and entitles the holder"

deferred compensation plan for non-employee directors financial

"under the Issuer's deferred compensation plan for non-employee directors"

restricted stock unit financial

"Each restricted stock unit represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

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Form 4 Insider Transactions: What Each Field Means →

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^*

TODMAN MICHAEL

(Last) (First) (Middle)

751 BROAD STREET, 5TH FLOOR

ATTN: REGULATORY FILINGS UNIT

(Street)

NEWARK NEW JERSEY 07102

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	06/11/2026		A		170		(2)	(2)	Common Stock	170	$106.51	13,179	D
Notional Shares - Optional	$0(3)	06/11/2026		A		165		(4)	(4)	Common Stock	165	$106.51	12,792	D
2026 Restricted Stock Units	$0(5)	06/11/2026		A		23		(6)	(6)	Common Stock	23	$106.51	1,777	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 12, 2027 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	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Michael Todman acquire in this Prudential Financial (PRU) Form 4 filing?

Michael Todman received equity-based compensation awards. He was granted 23 restricted stock units and 335 deferred stock units (165 optional and 170 mandatory), each linked to one share of Prudential common stock or its cash value under the non-employee director deferred compensation plan.

Are Todman’s reported Prudential Financial (PRU) transactions open-market stock purchases or sales?

The transactions are compensation-related awards, not market trades. All three entries use code A for grants or awards of restricted stock units and deferred stock units, with no open-market buying or selling and no tax-withholding or gift-related dispositions reported in this filing.

How do the “notional shares – optional” work for Prudential Financial director compensation?

Optional notional shares are deferred stock units with flexible payout. Each unit tracks one share of common stock or its cash value. Payment begins at the director’s election, at least two years after the end of the plan year tied to the elective deferral, in stock or cash.

What are “notional shares – mandatory” in this Prudential Financial (PRU) Form 4?

Mandatory notional shares are deferred stock units payable in stock. Each unit converts into one share of common stock under the deferred compensation plan, with payout timing linked to the director’s retirement date or a later elected date, subject to age-based commencement rules.

When do Michael Todman’s restricted stock units from Prudential Financial become payable?

The restricted stock units vest and pay on deferred terms. Each unit represents a contingent right to one PRU share or its economic equivalent, becoming payable in stock or cash upon or following Todman’s termination of Board service, unless he elects an earlier date allowed by the plan.

What share balances does Michael Todman report after these Prudential Financial awards?

The filing shows updated derivative positions after the grants. It reports 1,777 restricted stock units, 12,792 optional notional shares, and 13,179 mandatory notional shares following the respective transactions, reflecting his accumulated deferred equity-based compensation as a non-employee director.