SEC Form 4 · accession 0001137774-26-000138
PRUDENTIAL FINANCIAL INC · PRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Todman
Director
Period of report
Jun 11, 2026
Accepted (ET)
Jun 15, 2026 · 2:36 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001137774
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Shares - MandatoryF1,F2 | $0.00 | Jun 11, 2026 | A | 170 | A | — | — | Common Stock | 170 | 13,179 | D |
| Notional Shares - OptionalF3,F4 | $0.00 | Jun 11, 2026 | A | 165 | A | — | — | Common Stock | 165 | 12,792 | D |
| 2026 Restricted Stock UnitsF5,F6 | $0.00 | Jun 11, 2026 | A | 23 | A | — | — | Common Stock | 23 | 1,777 | D |
Explanation of responses
- F1Each 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.
- F2Such 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.
- F3Each 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.
- F4Such 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.
- F5Each 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.
- F6The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2027 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.