Prudential Financial (NYSE: PRU) SVP reports 100-share charitable gift on Form 4

Rhea-AI Filing Summary

Prudential Financial Inc. Senior Vice President Mr. Schmidt reported a charitable gift of 100 shares of Prudential common stock on 12/05/2025. The transaction is coded “G,” indicating a gift, and the filing notes it was made to a 501(c)(3) charitable foundation at a reported price of $0, consistent with a non-cash transfer.

After this transaction, Mr. Schmidt beneficially owns 11,435 shares directly and 307 shares indirectly through a 401(k) account. In addition to these shares, he also holds 14,905 vested stock options, 9,429 restricted stock units and 33,449 target performance shares, with the final number of performance shares depending on achievement of stated performance goals.

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

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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^*

SCHMIDT TIMOTHY L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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
Common Stock	12/05/2025		G		100(1)	D	$0	11,435(2)	D
Common Stock								307	I	By 401(k)

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

Explanation of Responses:

1. Gift to a 501(c)(3) charitable foundation.

2. Following the transaction reported on this Form 4, Mr. Schmidt continues to hold 11,435 shares directly and 307 shares indirectly in a 401(k) account. Mr. Schmidt also holds an additional 14,905 vested stock options, 9,429 restricted stock units and 33,449 target performance shares (the exact number awarded being dependent on achievement of performance goals).

	/s/ Richard J. Baker, attorney-in-fact	12/08/2025
	** 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 insider transaction did Prudential Financial (PRU) report for Mr. Schmidt?

Mr. Schmidt, a Senior Vice PresidentPrudential Financial Inc., reported a gift (code G) of 100 shares of Prudential common stock on 12/05/2025 to a 501(c)(3) charitable foundation.

How many Prudential Financial shares does Mr. Schmidt own after the reported gift?

Following the reported gift, Mr. Schmidt beneficially owns 11,435 shares directly and 307 shares indirectly through a 401(k) account.

What types of additional equity awards does Mr. Schmidt hold at Prudential Financial (PRU)?

Beyond his common stock holdings, Mr. Schmidt holds 14,905 vested stock options, 9,429 restricted stock units and 33,449 target performance shares, with the final number of performance shares tied to performance goals.

What does transaction code “G” mean in this Prudential Financial Form 4?

In this Form 4, transaction code “G” indicates that the movement of shares was a gift, rather than an open-market purchase or sale.

Is the reported Prudential Financial transaction a purchase or sale for cash?

No. The Form 4 identifies the transaction as a gift of 100 shares to a 501(c)(3) charitable foundation at a reported price of $0, reflecting a non-cash transfer.

Does Mr. Schmidt’s Form 4 indicate both direct and indirect ownership in Prudential Financial shares?

Yes. After the transaction, Mr. Schmidt holds 11,435 shares directly and 307 shares indirectly via a 401(k) account, in addition to his derivative equity awards.