PRUDENTIAL FINANCIAL INC — Director's Dealing 2024

May 9, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2024-05-08

Reporting Person: SCHMIDT TIMOTHY L (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-08	Common Stock	S	5189	$116.58	Disposed	12236	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	283	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 $116.58 to $116.61, 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 transaction reported on this Form 4, Mr. Schmidt continues to hold 12,236 shares directly and 283 shares indirectly in a 401(k) account. Mr. Schmidt also holds an additional 14,905 vested stock options, 9,542 restricted stock units and 32,640 target performance shares (the exact number awarded being dependent on achievement of performance goals).

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, 2023 and March 31, 2024 based on a plan statement dated March 31, 2024. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).