PRUDENTIAL FINANCIAL INC — Director's Dealing 2024

Feb 16, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2024-02-13

Reporting Person: FALZON ROBERT (EVP and Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-13	Common Stock	M	78584	—	Acquired	223087	Direct
2024-02-13	Common Stock	F	38773	$105.24	Disposed	184314	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-13	2024 Restricted Stock Units	$0	A	26606	Acquired		Common Stock (26606)	Direct
2024-02-13	2024 Performance Shares	$0	A	79818	Acquired		Common Stock (79818)	Direct
2024-02-13	2021 Performance Shares	$	M	82894	Disposed		Common Stock (82894)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	687	Indirect
Common Stock	3580	Indirect

Footnotes

F1: The Compensation and Human Capital Committee determined the number of shares received based on the Company's return on equity ("ROE") performance relative to the ROE performance of a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2021 through 2023 performance period, as adjusted based on the results of an inclusion and diversity modifier.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 34 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2020, and December 31, 2023, based on a plan statement dated December 31, 2023. 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 2025.

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 and Human Capital Committee in February 2027 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 2024 through 2026 performance period.