PRUDENTIAL FINANCIAL INC — Director's Dealing 2023

Feb 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2023-02-14

Reporting Person: TANJI KENNETH (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-14	Common Stock	M	14614	—	Acquired	50026	Direct
2023-02-14	Common Stock	F	6051	$103.27	Disposed	43975	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-14	2023 Restricted Stock Units	$0	A	9805	Acquired		Common Stock (9805)	Direct
2023-02-14	2023 Performance Shares	$0	A	29414	Acquired		Common Stock (29414)	Direct
2023-02-14	2020 Performance Share	$	M	16273	Disposed		Common Stock (16273)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	48	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 2020 through 2022 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2021, and December 31, 2022, based on a plan statement dated December 31, 2022. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F5: The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2024.

F6: The performance shares convert to common stock on a 1 to 1 basis.

F7: 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 2026 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2023 through 2025 performance period.