Prudential (PRU) Form 4: 182 Mandatory, 319 Optional Notional Shares Reported

Rhea-AI Filing Summary

Martina Hundmejean, a director of Prudential Financial, Inc. (PRU), reported director compensation awarded as deferred equity units on 09/11/2025. The Form 4 shows three types of awards: 182 mandatory notional shares (deferred stock units), 319 optional notional shares (elective deferred stock units) and 21 restricted stock units, each tied to one share of PRU common stock and recorded at $106.99 per share. The filings state the timing and payment options under Prudential’s deferred compensation plans for non-employee directors and describe vesting/payment choices including stock or cash settlement and retirement-related distribution timing. The form was signed by attorney-in-fact on 09/12/2025.

Insights

Financial Analyst

TL;DR: Routine director deferred-compensation awards were reported; no sale or purchase affecting outstanding free float occurred.

The reported entries are deferred stock units and RSUs granted to a non-employee director under standard plan provisions, recorded at $106.99 per share. These awards change the director’s economic exposure timing but do not represent open-market purchases or sales that would immediately alter share supply. The amounts (182, 319, and 21 units) are modest relative to a large-cap issuer and appear consistent with typical board compensation practices.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting; descriptions of deferral and settlement options are comprehensive.

The Form 4 clearly documents the nature of each deferred instrument, settlement elections (stock or cash), and distribution timing tied to retirement or elected deferral periods. This level of detail supports transparency about director remuneration and potential future dilution timing, and the filing was executed via attorney-in-fact as permitted.

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^*

HUNDMEJEAN MARTINA

(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		182		(2)	(2)	Common Stock	182	$106.99	14,662	D
Notional Shares - Optional	$0(3)	09/11/2025		A		319		(4)	(4)	Common Stock	319	$106.99	25,624	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/ 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).
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FAQ

What transactions did Martina Hundmejean report on Form 4 for PRU?

She reported awards on 09/11/2025 of 182 mandatory notional shares, 319 optional notional shares, and 21 restricted stock units.

At what per-share value were the reported units recorded?

Each reported unit is shown with a recorded price of $106.99 per share.

How and when can the deferred units be paid out according to the filing?

Mandatory units are payable following election timing tied to retirement or by age rules; optional units are payable in stock or cash with payment at least two years after the plan year; RSUs vest by the earlier of the annual meeting or May 13, 2026 and are payable on or after termination of service.

What is the reporter’s relationship to Prudential Financial?

The reporting person, Martina Hundmejean, is identified as a Director of Prudential Financial, Inc.

When was the Form 4 signed and filed?

The form reflects transactions dated 09/11/2025 and bears an attorney-in-fact signature dated 09/12/2025.