PRUDENTIAL FINANCIAL INC — Director's Dealing 2022

Feb 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2022-02-08

Reporting Person: SULLIVAN ANDREW F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-08	Common Stock	M	12387	$95.87	Acquired	25590	Direct
2022-02-08	Common Stock	S	11720	$121.44	Disposed	13870	Direct
2022-02-08	Common Stock	M	4681	$93.36	Acquired	13870	Direct
2022-02-08	Common Stock	M	826	$78.08	Acquired	14696	Direct
2022-02-08	Common Stock	M	749	$77.15	Acquired	9189	Direct
2022-02-08	Common Stock	M	344	$85.46	Acquired	8440	Direct
2022-02-08	Common Stock	S	6600	$121.52	Disposed	8096	Direct
2022-02-08	Common Stock	M	8432	—	Acquired	22302	Direct
2022-02-08	Common Stock	F	3439	$121.33	Disposed	18863	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-08	2020 Employee Stock Option (Right to Buy)	$95.87	M	12387	Disposed	2030-02-11	Common Stock (12387)	Direct
2022-02-08	2019 Employee Stock Option (Right to Buy)	$93.36	M	4681	Disposed	2029-02-12	Common Stock (4681)	Direct
2022-02-08	2015 Employee Stock Option (Right to Buy)	$78.08	M	826	Disposed	2025-02-10	Common Stock (826)	Direct
2022-02-08	10/13/15 Employee Stock Option (Right to Buy)	$77.15	M	749	Disposed	2025-10-13	Common Stock (749)	Direct
2022-02-08	5/15/15 Employee Stock Option (Right to Buy)	$85.46	M	344	Disposed	2025-05-15	Common Stock (344)	Direct
2022-02-08	2022 Restricted Stock Units	$0	A	9067	Acquired		Common Stock (9067)	Direct
2022-02-08	2022 Performance Shares	$0	A	27199	Acquired		Common Stock (27199)	Direct
2022-02-08	2019 Performance Shares	$0	M	4499	Disposed		Common Stock (4499)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	371	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.40 to $121.49 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 sold 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 sold in multiple transactions at prices ranging from $121.49 to $121.52 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 sold at each separate price within the ranges set forth in footnote 2 to this Form 4.

F3: 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 2019 through 2021 performance period.

F4: Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee.

F5: Represents shares withheld for the payment of taxes.

F6: Amount reported has been adjusted to include 14 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2020, and December 31, 2021, based on a plan statement dated December 31, 2021. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F7: The options vest in three equal annual installments beginning on February 11, 2021.

F8: The options vest in three equal annual installments beginning on February 12, 2020.

F9: The options vest in three equal annual installments beginning February 10, 2016.

F10: The options vest in three equal annual installments beginning on October 13, 2016.

F11: The options vest in three equal annual installments beginning on May 15, 2016.

F12: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F13: The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2023.

F14: The performance shares convert to common stock on a 1 to 1 basis.

F15: 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 2025 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 2022 through 2024 performance period.