PRU Insider Filing: 217 Mandatory Units, 64 Optional Units, 21 RSUs Recorded

Rhea-AI Filing Summary

Sandra Pianalto, a director of Prudential Financial, Inc. (PRU), reported grants and deferrals of director compensation into equity on 09/11/2025. The Form 4 shows acquisitions: 217 mandatory deferred stock units, 64 optional deferred stock units, and 21 restricted stock units, each tied to one share of PRU common stock and reported at a per-share reference price of $106.99. After the transactions, Pianalto beneficially owns 17,474, 5,146, and 1,718 shares attributable to the respective plan categories. The filing explains timing and payout elections for the deferred units and that the RSUs vest by the earlier of the annual meeting or May 13, 2026, and were deferred until retirement under the company’s 2011 Deferred Compensation Plan for Non-Employee Directors.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation deferrals were recorded; they do not indicate a change in ownership control.

The report documents standard deferred compensation and restricted stock unit allocations to a non-employee director under established plans. The breakdown—mandatory deferred units, optional deferred units, and RSUs—includes clear payout elections and vesting terms. These transactions reflect compensation structure mechanics rather than open-market purchases or sales and are consistent with typical governance practices for aligning director incentives with shareholder value.

Securities Analyst

TL;DR: No market-impacting trades; transactions are plan-based issuances/deferrals with fixed notional share treatment.

The Form 4 shows acquisitions recorded as notional or restricted units, with an indicated per-share reference price of $106.99 used for reporting. The increases to beneficial ownership are administrative and tied to deferred compensation rules, including payout timing options and vesting deadlines. There is no indication of cash purchases or dispositions that would affect float or signal insider sentiment beyond routine compensation settlement.

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

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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^*

Pianalto Sandra

(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		217		(2)	(2)	Common Stock	217	$106.99	17,474	D
Notional Shares - Optional	$0(3)	09/11/2025		A		64		(4)	(4)	Common Stock	64	$106.99	5,146	D
2025 Restricted Stock Units	$0(5)	09/11/2025		A		21		(6)	(6)	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 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 his 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.

6. 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/ Danny Fiore, 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 Sandra Pianalto report on Form 4 for PRU?

She reported acquisitions of 217 mandatory deferred stock units, 64 optional deferred stock units, and 21 restricted stock units on 09/11/2025.

How many shares does Pianalto beneficially own after the reported transactions?

Beneficial ownership totals reported: 17,474 (mandatory notional), 5,146 (optional notional), and 1,718 (RSU-related).

What is the per-share reference price listed in the filing?

The filing shows a reference price of $106.99 per share used in the Form 4 disclosure.

When do the reported RSUs vest or become payable?

The RSUs vest at the earlier of the annual meeting or May 13, 2026, and were deferred until retirement under the 2011 Deferred Compensation Plan for Non-Employee Directors.

Are these transactions open-market trades or plan-based awards?

They are plan-based awards/deferrals (notional deferred stock units and RSUs) under Prudential’s director deferred compensation plan.