PRUDENTIAL FINANCIAL INC — Director's Dealing 2021

Feb 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2021-02-09

Reporting Person: TANJI KENNETH (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-09	Common Stock	M	3800	—	Acquired	26018	Direct
2021-02-09	Common Stock	F	1384	$81.43	Disposed	24634	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-09	2021 Restricted Stock Units	$	A	11503	Acquired		Common Stock (11503)	Direct
2021-02-09	2021 Performance Shares	$	A	33158	Acquired		Common Stock (33158)	Direct
2021-02-09	2018 Performance Shares	$0	M	1785	Disposed		Common Stock (1785)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44	Indirect

Footnotes

F1: The Compensation Committee determined the number of shares received based on the Company's return on equity ("ROE") performance relative to a pre-determined goal and relative to the ROE performance of certain life insurance peer companies for the 2018 through 2020 performance period, as adjusted based on the results of an inclusion and diversity modifier.

F2: Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee.

F3: Represents shares withheld for the payment of taxes.

F4: Amount reported has been adjusted to include 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2020 and December 31, 2020 based on a plan statement dated December 31, 2020. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F5: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F6: The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2022.

F7: The performance shares convert to common stock on a 1 to 1 basis.

F8: Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation Committee in February 2024 based on the Company's ROE performance relative to certain life insurance peer companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2021 through 2023 performance period, as adjusted based on the results of an inclusion and diversity modifier.