PRU Form 4: Ann Kappler Disposes of 4,000 Shares at $109.65

Rhea-AI Filing Summary

Ann Kappler, EVP and General Counsel of Prudential Financial (PRU), reported a personal sale of company stock. On 08/29/2025 she disposed of 4,000 shares of Prudential common stock at a price of $109.65 per share. After that transaction she directly holds 21,506 shares and indirectly holds 863 shares through a 401(k) account. The filing also discloses additional equity incentives: 9,952 vested stock options, 14,273 restricted stock units and 63,636 target performance shares (the final number of performance shares depends on achieving performance goals). The filing notes 41 shares were added to the reported 401(k) balance from prior plan acquisitions.

Positive

• Transparent disclosure of insider transaction fulfilling Section 16 reporting requirements
• Continued substantial ownership: 21,506 direct shares plus 863 indirect shares and significant equity awards (options, RSUs, performance shares) indicating alignment with shareholders

Negative

• Disposition of 4,000 shares at $109.65 reduced direct common stock holdings

Insights

Corporate Governance Expert

TL;DR: Routine insider sale by a senior officer; disclosure aligns with Section 16 reporting obligations and shows continued significant ownership.

The transaction appears to be a routine disposition rather than an unusual event. The reporting officer retains meaningful direct and indirect equity exposure plus a sizable package of options, restricted stock units and performance shares. From a governance perspective, transparent reporting and continued ownership via multiple equity vehicles support alignment with shareholder interests. No indications of accelerated vesting, grants or material corporate actions are present in the filing.

Securities Analyst

TL;DR: A single open-market sale of 4,000 shares at $109.65; holdings and incentive awards remain substantial.

The disclosed sale reduces direct common stock but leaves the reporting person with 21,506 direct shares and 863 indirect shares, plus near-10k vested options and material RSU and performance share positions. The magnitude and disclosure are consistent with routine portfolio management or liquidity needs and do not by themselves signal a change in company fundamentals. No derivative transactions or unusual option exercises are reported.

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^*

KAPPLER ANN M

(Last) (First) (Middle)

751 BROAD STREET, 5TH FLR

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)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		S		4,000	D	$109.65	21,506(1)	D
Common Stock								863(2)	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. Following the transaction reported on this Form 4, Ann Kappler continues to hold 21,506 shares directly and 863 shares indirectly in a 401(k) account. Ann Kappler also holds an additional 9,952 vested stock options, 14,273 restricted stock units and 63,636 target performance shares (the exact number awarded being dependent on achievement of performance goals).

2. Amount reported has been adjusted to include 41 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2024, and August 28, 2025. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

	/s/ Danny Fiore, attorney-in-fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction did Ann Kappler report for PRU?

She reported a sale of 4,000 shares of Prudential common stock on 08/29/2025 at a price of $109.65 per share.

How many Prudential (PRU) shares does Ann Kappler own after the reported transaction?

After the sale she directly owns 21,506 shares and indirectly holds 863 shares in a 401(k) account.

Does the Form 4 disclose other equity awards for Ann Kappler at PRU?

Yes. The filing discloses 9,952 vested stock options, 14,273 restricted stock units, and 63,636 target performance shares (actual performance shares depend on achievement of goals).

Were any exempt acquisitions or adjustments noted in the Form 4?

Yes. The amount reported for the 401(k) includes 41 shares acquired under the Prudential Employee Savings Plan between December 31, 2024 and August 28, 2025, acquired under disclosed exemptions.

What is Ann Kappler's role at Prudential (PRU)?

The filing lists her as EVP and General Counsel of Prudential Financial.