PRUDENTIAL FINANCIAL INC — Director's Dealing 2022

Nov 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2022-11-15

Reporting Person: Axel Robert (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-15	Common Stock	S	6300	$109.01	Disposed	4691	Direct
2022-11-15	Common Stock	M	502	$87.45	Acquired	5193	Direct
2022-11-15	Common Stock	S	456	$109.13	Disposed	4737	Direct
2022-11-15	Common Stock	M	1685	$78.08	Acquired	6422	Direct
2022-11-15	Common Stock	S	1458	$109.13	Disposed	4964	Direct
2022-11-15	Common Stock	M	4207	$63.59	Acquired	9171	Direct
2022-11-15	Common Stock	S	3364	$109.13	Disposed	5807	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-15	3/11/2014 Employee Stock Option (right to buy)	$87.45	M	502	Disposed	2024-03-11	Common Stock (502)	Direct
2022-11-15	2015 Employee Stock Option (Right to Buy)	$78.08	M	1685	Disposed	2025-02-10	Common Stock (1685)	Direct
2022-11-15	2016 Employee Stock Option (Right to Buy)	$63.59	M	4207	Disposed	2026-02-09	Common Stock (4207)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1254	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $108.99 to $109.03, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $109.11 to $109.18, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in footnote (2) to this Form 4.

F3: Following the transactions reported on this Form 4, Mr. Axel continues to hold 5,807 shares directly and 1,254 shares indirectly in a 401(k) account. Mr. Axel also holds an additional 1,485 Deferred Compensation shares, 10,115 vested stock options, 1,314 unvested stock options, 3,451 restricted stock units, and 14,438 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 51 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2021, and September 30, 2022, based on a plan statement dated September 30, 2022. 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 options vest in three equal annual installments beginning on March 11, 2015.

F6: The options vest in three equal annual installments beginning on February 10, 2016.

F7: The options vested in three equal annual installments beginning on February 9, 2017.