PRUDENTIAL (PRU) Director Reports 520 Deferred Shares and 21 RSUs

Rhea-AI Filing Summary

PRUDENTIAL FINANCIAL INC (PRU) director Gilbert F. Casellas reported acquisitions on 09/11/2025 of deferred compensation units and restricted stock units. He received 520 notional (deferred) shares, each convertible into one common share under the company’s deferred compensation plan, and 21 restricted stock units that vest the earlier of the annual meeting or May 13, 2026. The deferred units and RSUs are reported as direct ownership and were recorded at a transaction price of $106.99 per share; following the transactions Casellas beneficially owns 41,758 common shares and 1,718 RSUs respectively. The filing was signed by an attorney-in-fact on 09/12/2025.

Positive

• Director acquisition disclosed: 520 deferred stock units and 21 restricted stock units were acquired, increasing direct ownership.
• Transparent vesting/payout terms: Deferred units include explicit payout timing options and RSUs vest by the annual meeting or May 13, 2026.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director Casellas received deferred stock units and a small grant of RSUs, increasing his direct holdings modestly.

The Form 4 documents routine compensation-related equity awards for a non-employee director: 520 deferred stock units and 21 restricted stock units granted on 09/11/2025 at a recorded price of $106.99 per share. Deferred stock units convert to common shares under the issuer's deferred compensation plan and the RSUs vest by the next annual meeting or on May 13, 2026. The changes are recorded as direct ownership, and the report does not indicate any sales or dispositions.

Corporate Governance Expert

TL;DR: This appears to be a routine, plan-driven director compensation filing with standard vesting and payout elections.

The filing clearly ties the equity changes to the company’s director deferred compensation arrangement and RSU grant practice. Vesting and payout timing options for deferred units are described, including commencement options around retirement or age-based rules. The disclosure is specific and consistent with typical governance practices for non-employee directors and raises no governance flags based on the provided information.

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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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^*

CASELLAS GILBERT 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)

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		520		(2)	(2)	Common Stock	520	$106.99	41,758	D
2025 Restricted Stock Units	$0(3)	09/11/2025		A		21		(4)	(4)	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 restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

4. The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2026.

	/s/ Richard J. Baker, 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 PRU director Gilbert F. Casellas acquire on the Form 4 filed 09/12/2025?

He acquired 520 deferred stock units and 21 restricted stock units on 09/11/2025, reported as direct ownership.

At what price were the securities reported in the PRU Form 4?

The transaction price is reported as $106.99 per share for the underlying common stock.

When do the restricted stock units (RSUs) vest according to the filing?

The RSUs vest the earlier of the annual meeting or May 13, 2026.

How many PRU common shares does Gilbert F. Casellas beneficially own after the reported transactions?

Following the transactions he beneficially owns 41,758 common shares and 1,718 RSUs as reported.

What are the payout timing options for the deferred stock units?

Payment may begin prior to retirement (not earlier than Jan 1 following the plan period), within 90 days after retirement, or a later selected date, with mandatory commencement by age 70½.

Who signed the Form 4 for Gilbert F. Casellas?

The Form 4 was signed by Richard J. Baker, attorney-in-fact on 09/12/2025.