Prudential director acquires deferred stock units and RSUs totaling 234 units

Rhea-AI Filing Summary

Christine A. Poon, a director of Prudential Financial, reported acquisitions under the company’s deferred compensation and equity award programs. The filing shows 163 mandatory deferred stock units, 50 optional deferred stock units and 21 restricted stock units were acquired, each convertible into one share of Prudential common stock. The reported per-share reference price for the awards is $106.99 and all holdings are reported as direct.

The mandatory notional shares are payable under the director deferred compensation plan and convert to common stock when elected by the reporting person. Optional notional shares may be paid in stock or cash and have a deferred payment feature. The restricted stock units vest the earlier of the next annual meeting or on May 13, 2026.

Positive

• Director alignment with shareholders via acquisition of deferred stock units and restricted stock units that convert to common stock
• Direct ownership of the units increases transparency and aligns reporting with SEC disclosure practices

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation converted into equity-linked units increases executive alignment but is not materially dilutive.

The reported transactions reflect standard director deferrals and equity awards rather than open-market purchases or sales. The notional shares and restricted stock units convert to or mirror one-for-one common stock and are reported as direct holdings, increasing the director’s exposure to Prudential equity value. The per-share reference price of $106.99 provides context for the economic size of the awards, but aggregate amounts (163, 50, 21) are small relative to company market capitalization and thus unlikely to materially affect share count or valuation.

Corporate Governance Expert

TL;DR: These entries are routine governance disclosures tied to deferred compensation and standard grant vesting schedules.

The filing documents typical director compensation mechanics: mandatory deferred units, elective deferred units, and time-based restricted stock units with a defined vesting event. Reporting as direct ownership is standard for director-held deferred awards. The vesting and payment elections provide flexibility but do not signal governance changes or unusual insider behavior. Impact on shareholder governance or control is minimal given the modest unit counts.

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

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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^*

POON CHRISTINE A

(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		163		(2)	(2)	Common Stock	163	$106.99	13,148	D
Notional Shares - Optional	$0(3)	09/11/2025		A		50		(4)	(4)	Common Stock	50	$106.99	4,035	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 the economic equivalent of one share of PRU common stock.

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

	/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).
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FAQ

What securities did PRU director Christine A. Poon acquire?

The reporting person acquired 163 mandatory deferred stock units, 50 optional deferred stock units, and 21 restricted stock units, each representing one share of PRU common stock.

Are the reported holdings direct or indirect for PRU filings?

All reported holdings are listed as Direct (D), indicating direct beneficial ownership by the reporting person.

When do the 2025 restricted stock units vest for PRU?

The restricted stock units vest the earlier of the company’s annual meeting or on May 13, 2026.

Can the optional notional shares be paid in cash for PRU?

Yes, the optional notional shares may be paid in common stock or cash at the election of the reporting person, per the deferred compensation plan.

What reference price is shown for these PRU awards?

The filing shows a $106.99 per-share reference price associated with the reported units.