Prudential (PRU) Director Defers Compensation into 309 Units and 21 RSUs

Rhea-AI Filing Summary

Michael Todman, a director of Prudential Financial, Inc. (PRU), reported acquisitions on 09/11/2025 under the company’s deferred compensation and restricted stock unit plans. He acquired 157 mandatory notional shares (deferred stock units) representing rights to one share each, 131 optional notional shares (deferred stock units) payable in stock or cash, and 21 restricted stock units. The price noted for underlying common stock is $106.99. Following the reported transactions, the filing shows beneficial ownership amounts of 12,667, 10,577, and 1,718 shares respectively. The units have specified deferral and payout timing tied to retirement, election, or vesting dates.

Positive

• Director elected to receive deferred compensation as equity-based units, which aligns interests with long-term shareholder value
• Transactions are plan-driven and non-market, indicating no open-market sales that would signal immediate disposition

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred fees into equity-based units, aligning long-term interests with shareholders without cash sale or secondary market activity.

The Form 4 discloses internal compensation elections rather than open-market trading. The reporting person converted or elected deferred compensation into notional shares and restricted stock units on 09/11/2025, with payout tied to retirement, vesting schedules, or elected deferral dates. This is a routine governance outcome reflecting retention and alignment practices. There is no indication of disposition or market purchases; the transactions are plan-driven and not liquidity events.

Securities Analyst

TL;DR: Report shows plan-based issuances of equity units totaling 309 units plus 21 RSUs; no open-market purchases or sales reported.

The filing records acquisitions under the issuer’s deferred compensation framework: 157 mandatory notional shares, 131 optional notional shares, and 21 RSUs, each tied to one share of common stock and listed with a $106.99 reference price. The reporting shows resulting beneficial ownership figures but does not reflect cash transactions or sales. For investors, this is a non-cash compensation disclosure rather than an active trading signal.

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^*

TODMAN MICHAEL

(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		157		(2)	(2)	Common Stock	157	$106.99	12,667	D
Notional Shares - Optional	$0(3)	09/11/2025		A		131		(4)	(4)	Common Stock	131	$106.99	10,577	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 her 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 or the economic equivalent thereof. The restricted stock units become payable, in PRU common stock or in cash, at the election of the reporting person, upon or following the reporting person's termination of service as a Director unless the reporting person elects an earlier date pursuant to the terms of the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

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.
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 Michael Todman report on Form 4 dated 09/11/2025?

He reported acquisitions of 157 mandatory notional shares, 131 optional notional shares, and 21 restricted stock units under the issuer’s deferred compensation and RSU plans.

Do the reported transactions represent open-market trades for PRU stock?

No. The Form 4 shows plan-based deferrals and issuances (deferred stock units and RSUs) rather than purchases or sales in the open market.

What is the reference price listed for the underlying PRU common stock?

The filing lists a $106.99 price associated with the underlying common stock for the reported units.

When do the deferred units or RSUs become payable or exercisable?

Payment or vesting is tied to the reporting person’s elections: mandatory units pay upon specified deferral/retirement timing, optional units have multi-year deferral options, and the RSUs vest the earlier of the annual meeting or May 13, 2026, with payment terms tied to retirement or earlier election.

How many shares beneficially owned are shown after these transactions?

The filing lists beneficial ownership amounts following the transactions as 12,667, 10,577, and 1,718 for the respective reported categories.