Prudential (PRU) Director RSU Grant: 21 Units, Deferred Until Retirement

Rhea-AI Filing Summary

Thomas D. Stoddard, a director of Prudential Financial, Inc. (PRU), reported a transaction dated 09/11/2025 involving 21 restricted stock units (RSUs). Each RSU represents a contingent right to one share of PRU common stock and was granted with a $0 exercise/conversion price. The RSUs were reported as acquired and will vest on 07/08/2026, but were deferred until retirement under Prudential's 2011 Deferred Compensation Plan for Non-Employee Directors. After the reported transaction the filing shows 1,694 shares beneficially owned by the reporting person. The form was signed by an attorney-in-fact on 09/12/2025.

Positive

• Director award reported transparently: The Form 4 discloses the RSU grant and deferral clearly.
• Deferral aligns with governance practice: RSUs are deferred until retirement under the company’s 2011 Deferred Compensation Plan, supporting long-term alignment.

Negative

• None.

Insights

Financial Analyst

TL;DR: Small director grant of 21 RSUs deferred until retirement; routine non-derivative reporting with limited market impact.

The Form 4 discloses a modest grant of 21 restricted stock units to a non-employee director, recorded as an acquisition on 09/11/2025. The RSUs carry no purchase price and convert one-for-one into common shares upon vesting, which is scheduled for 07/08/2026 but subject to deferral until the director's retirement under the company’s deferred compensation plan. The overall position reported (1,694 shares beneficially owned) suggests this is an incremental, non-material change relative to typical institutional holdings. There are no cash proceeds, option exercises, or disposals reported, and no indications of unusual timing or size that would affect valuation materially.

Corporate Governance Expert

TL;DR: Typical director compensation and disclosure; deferral until retirement is consistent with non-employee director plans.

The filing documents a standard non-employee director award under Prudential Financial’s governance framework: 21 RSUs with one-year vesting, deferred under the 2011 Deferred Compensation Plan. The deferral provision aligns director compensation with long-term retention and post-service payout practices. The Form 4 properly reports the acquisition and the resulting beneficial ownership total of 1,694 shares. No governance red flags or departures from typical disclosure practices are evident in the filing.

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
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^*

Stoddard Thomas D

(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
7/8/25 Restricted Stock Units	$0(1)	09/11/2025		A		21		(2)	(2)	Common Stock	21	$106.99	1,694	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of PRU common stock.

2. The restricted stock units vest in one year on July 8, 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.
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 did PRU director Thomas D. Stoddard report on Form 4 dated 09/11/2025?

He reported the acquisition of 21 restricted stock units (RSUs) on 09/11/2025 which are convertible one-for-one into common shares.

When do the 21 RSUs vest and are there any deferral conditions?

The RSUs vest on 07/08/2026 but were deferred until retirement under Prudential Financial’s 2011 Deferred Compensation Plan for Non-Employee Directors.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 shows 1,694 shares beneficially owned following the reported transaction.

Was there any cash paid for the RSUs reported in the Form 4?

No. The RSUs are shown with a $0 conversion/exercise price in the filing.

Who signed the Form 4 for the reporting person and when?

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