Prudential CEO Reports 118 Deferred Compensation Shares on Form 4

Rhea-AI Filing Summary

Prudential Financial (PRU) Chief Executive Officer Andrew F. Sullivan reported an acquisition of 118 deferred compensation shares on 09/11/2025. These units convert to common stock on a 1-for-1 basis and are deemed immediately exercisable but payable in cash at a participant-selected date. The filing shows a reported price reference of $106.99 and indicates Mr. Sullivan beneficially owns 9,672 shares following the transaction. The Form 4 was signed by an attorney-in-fact on 09/12/2025. All ownership is reported as direct and the entry is recorded as an acquisition (A) of deferred compensation shares.

Positive

• Acquisition recorded: CEO Andrew F. Sullivan acquired 118 deferred compensation shares on 09/11/2025.
• Clear disclosure: Filing shows post-transaction beneficial ownership of 9,672 shares and states deferred shares convert 1:1 to common stock.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO acquired deferred compensation units that convert to common shares; ownership remains direct and immediately exercisable.

The Form 4 documents a routine executive compensation conversion rather than a market purchase. The 118 deferred compensation shares convert 1:1 to common stock and are payable in cash at the participant's chosen date, which suggests these are part of the company’s compensation plan mechanics rather than an open-market investment decision. The filing lists 9,672 shares owned after the transaction, providing transparency on insider holdings.

Securities Analyst

TL;DR: Transaction is small relative to typical executive stakes and is unlikely to move market perceptions materially.

The reported acquisition of 118 deferred compensation shares—deemed immediately exercisable and convertible 1:1—appears procedural. The form references a price of $106.99, but these units are payable in cash per the participant’s selection, which limits direct market impact. The filing supplies clear post-transaction holdings (9,672 shares), aiding assessment of insider exposure.

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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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^*

SULLIVAN ANDREW F

(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)
	Chief Executive Officer

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
Deferred Compensation Shares	$0(1)	09/11/2025		A		118		(2)	(2)	Common Stock	118	$106.99	9,672	D

Explanation of Responses:

1. Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1 to 1 basis.

2. Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.

	/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.
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 transaction did PRU CEO Andrew F. Sullivan report on Form 4?

He reported an acquisition of 118 deferred compensation shares on 09/11/2025 that convert to common stock 1:1.

How many PRU shares does Andrew F. Sullivan own after this transaction?

The filing reports he beneficially owns 9,672 shares following the reported transaction.

Are the deferred compensation shares immediately exercisable and payable?

Yes. The filing states the deferred compensation shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.

What price is referenced in the Form 4 for this transaction?

The Form 4 lists a price reference of $106.99 alongside the deferred compensation shares entry.

When was the Form 4 signed and who signed it?

The Form 4 was signed by an attorney-in-fact, Danny Fiore, on 09/12/2025.