PRUDENTIAL FINANCIAL INC — Director's Dealing 2024

Nov 8, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2024-11-06

Reporting Person: FALZON ROBERT (EVP and Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-06	Common Stock	M	29445	$110.45	Acquired	236760	Direct
2024-11-06	Common Stock	S	28150	$128.26	Disposed	208610	Direct
2024-11-06	Common Stock	M	26008	$106.89	Acquired	234618	Direct
2024-11-06	Common Stock	S	24587	$128.26	Disposed	210031	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-06	2017 Employee Stock Option (Right to Buy)	$110.45	M	29445	Disposed	2027-02-14	Common Stock (29445)	Direct
2024-11-06	2018 Employee Stock Option (Right to Buy)	$106.89	M	26008	Disposed	2028-02-13	Common Stock (26008)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	692	Indirect
Common Stock	3580	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 $128.25 to $128.39 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: Following the transactions reported on this Form 4, Mr. Falzon continues to hold 210,031 shares directly and 692 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 50,260 unvested restricted stock units and 217,164 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 5 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2023, and September 30, 2024, based on a plan statement dated September 30, 2024. 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 options vest in three equal annual installments beginning on February 14, 2018.

F5: The options vest in three equal annual installments beginning on February 13, 2019.