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Prudential (NYSE: PFH) director gets 1,754 deferred RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TODMAN MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Prudential Financial director Michael Todman reported an equity grant of 1,754 restricted stock units (RSUs) tied to the company’s common stock. The RSUs were awarded at no cash cost and represent a contingent right to receive one share of PRU common stock, or its economic equivalent, for each unit.

The RSUs vest at the earlier of the next annual shareholder meeting or one year on May 12, 2027. Payment in shares or cash will generally occur upon or after Todman’s termination of service as a director, unless he elects an earlier payout date under Prudential’s 2011 Deferred Compensation Plan for Non-Employee Directors. Following this grant, he holds 1,754 RSUs directly.

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Insider TODMAN MICHAEL
Role null
Type Security Shares Price Value
Grant/Award 2026 Restricted Stock Units 1,754 $0.00 --
Holdings After Transaction: 2026 Restricted Stock Units — 1,754 shares (Direct, null)
Footnotes (1)
  1. 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.
RSUs granted 1,754 units Restricted Stock Units awarded on May 12, 2026
Underlying common stock 1,754 shares Each RSU corresponds to one share of common stock
Transaction price per RSU $0.0000 per unit Equity grant, no cash paid by director
Total RSUs after grant 1,754 units Holdings following the reported transaction
Vesting date May 12, 2027 Earlier of annual meeting or one year on May 12, 2027
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share of PRU common stock"
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.
economic equivalent financial
"one share of PRU common stock or the economic equivalent thereof"
Deferred Compensation Plan financial
"Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
vest financial
"The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2027"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
termination of service financial
"become payable ... upon or following the reporting person's termination of service as a Director"
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2026 Restricted Stock Units$0(1)05/12/2026A1,754 (2) (2)Common Stock1,754$01,754D
Explanation of Responses:
1. 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.
2. 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/ Richard J. Baker, attorney-in-fact05/14/2026
** Signature of Reporting PersonDate
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 Prudential Financial (PFH) director Michael Todman report on this Form 4?

Michael Todman reported receiving 1,754 restricted stock units as an equity award. Each unit is linked to one share of Prudential common stock or its economic equivalent under the company’s non-employee director deferred compensation plan.

How many restricted stock units did Michael Todman receive from Prudential Financial (PFH)?

He received 1,754 restricted stock units in this reported transaction. These RSUs increase his direct holdings to 1,754 units and are part of his compensation as a non-employee director under Prudential’s 2011 Deferred Compensation Plan.

When do Michael Todman’s Prudential Financial (PFH) restricted stock units vest?

The RSUs vest at the earlier of the next annual shareholder meeting or one year on May 12, 2027. Vesting means they become earned, though payout in stock or cash will occur later under plan rules.

When will Michael Todman receive shares or cash for these Prudential Financial (PFH) RSUs?

The RSUs become payable upon or after his termination of service as a director, unless he elects an earlier payment date. Payout can be in Prudential common stock or cash, according to the deferred compensation plan’s terms.

Can Michael Todman choose between stock and cash for his Prudential Financial (PFH) RSUs?

Yes. Each restricted stock unit can be settled in one share of Prudential common stock or the economic equivalent in cash. The choice is made in line with elections allowed under the 2011 Deferred Compensation Plan for Non-Employee Directors.

How many Prudential Financial (PFH) RSUs does Michael Todman hold after this grant?

After this grant, Todman directly holds 1,754 restricted stock units. This figure reflects the total units reported following the transaction and indicates his current RSU-based deferred equity interest as a director.