PRUDENTIAL FINANCIAL INC — Director's Dealing 2025

Feb 12, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2025-02-10

Reporting Person: Frias Yanela (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-10	Common Stock	M	3292	—	Acquired	17356	Direct
2025-02-10	Common Stock	F	1238	$112.09	Disposed	16118	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-10	2025 Restricted Stock Units	$0	A	7138	Acquired		Common Stock (7138)	Direct
2025-02-10	2025 Performance Shares	$0	A	21412	Acquired		Common Stock (21412)	Direct
2025-02-10	2022 Performance Shares	$	M	4039	Disposed		Common Stock (4039)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3	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 2022 through 2024 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2023, and December 31, 2024, based on a plan statement dated December 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).

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 2026.

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 2028 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 2025 through 2027 performance period.