Sec Form 3 Filing - KAPPLER ANN M @ PRUDENTIAL FINANCIAL INC - 2020-09-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KAPPLER ANN M 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [ PRU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and General Counsel (Last) (First) (Middle) 751 BROAD STREET, 4TH FLR, ATTN.: CORPORATE COMPLIANCE 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2020 (Street) NEWARK, NJ07102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 6,159 D Common Stock 673 I By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2014 Employee Stock Option (Right to Buy) $ 78.61 ( 1 ) 04/15/2024 Common Stock 223 D 2015 Employee Stock Option (Right to Buy) $ 78.08 ( 2 ) 02/10/2025 Common Stock 1,516 D 10/13/15 Employee Stock Option (Right to Buy) $ 77.15 ( 3 ) 10/13/2025 Common Stock 1,070 D 2016 Employee Stock Option (Right to Buy) $ 63.59 ( 4 ) 02/09/2026 Common Stock 6,941 D 2017 Employee Stock Option (Right to Buy) $ 110.45 ( 5 ) 02/14/2027 Common Stock 2,025 D 2018 Employee Stock Option (Right to Buy) $ 106.89 ( 6 ) 02/13/2028 Common Stock 1,789 D 2018 Performance Shares ( 8 ) ( 7 ) ( 7 ) Common Stock 2,708 D 2019 Employee Stock Option (Right to Buy) $ 93.36 ( 9 ) 02/12/2029 Common Stock 2,759 D 2019 Performance Shares ( 8 ) ( 10 ) ( 10 ) Common Stock 3,536 D 2020 Employee Stock Option (Right to Buy) $ 95.87 ( 11 ) 02/11/2030 Common Stock 3,379 D 2020 Performance Share ( 8 ) ( 12 ) ( 12 ) Common Stock 3,756 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAPPLER ANN M 751 BROAD STREET, 4TH FLR ATTN.: CORPORATE COMPLIANCE NEWARK, NJ07102 EVP and General Counsel Signatures /s/ Richard J. Baker, attorney-in-fact 09/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest in three equal annual installments beginning on April 15, 2015. ( 2 )The options vest in three equal annual installments beginning on February 10, 2016. ( 3 )The options vest in three equal annual installments beginning on October 13, 2016 . ( 4 )The options vest in three equal annual installments beginning on February 9, 2017. ( 5 )The options vest in three equal annual installments beginning on February 14, 2018 ( 6 )The options vest in three equal annual installments beginning on February 13, 2019. ( 7 )Represents the target number of shares to be received relative to the Company's average ROE goals and relative to the ROE achievement of certain life insurance peer companies for the 2018 through 2020 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2021. ( 8 )The performance shares convert to common stock on a 1 to 1 basis. ( 9 )The options vest in three equal annual installments beginning on February 12, 2020. ( 10 )Represents the target number of shares to be received relative to the Company's average ROE goals and relative to the ROE achievement of certain life insurance peer companies for the 2019 through 2021 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2022. ( 11 )The options vest in three equal annual installments beginning on February 11, 2021. ( 12 )Represents the target number of shares to be received relative to the Company's average ROE goals and relative to the ROE achievement of certain life insurance peer companies for the 2020 through 2022 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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