Sec Form 4 Filing - TANJI KENNETH @ PRUDENTIAL FINANCIAL INC - 2023-12-14

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person TANJI KENNETH 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 CFO (Last) (First) (Middle) 751 BROAD STREET, 5TH FLOOR, ATTN: REGULATORY FILINGS UNIT 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2023 (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 12/14/2023 M 5,195 A $ 84.53 52,350 D Common Stock 12/14/2023 M 9,096 A $ 78.08 61,446 D Common Stock 12/14/2023 M 8,833 A $ 63.59 70,279 D Common Stock 12/14/2023 S 23,124 D $ 105.14 47,155 ( 1 ) D Common Stock 50 ( 2 ) 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) $ 84.53 12/14/2023 M 5,195 ( 3 ) 02/11/2024 Common Stock 5,195 $ 0 0 D 2015 Employee Stock Option (Right to Buy) $ 78.08 12/14/2023 M 9,096 ( 4 ) 02/10/2025 Common Stock 9,096 $ 0 0 D 2016 Employee Stock Option (Right to Buy) $ 63.59 12/14/2023 M 8,833 ( 5 ) 02/09/2026 Common Stock 8,833 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TANJI KENNETH 751 BROAD STREET, 5TH FLOOR ATTN: REGULATORY FILINGS UNIT NEWARK, NJ07102 EVP and CFO Signatures /s/ Richard J. Baker, attorney-in-fact 12/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the transactions reported on this Form 4, Mr. Tanji continues to hold 47,155 shares directly and 50 shares indirectly in a 401(k) account. Mr. Tanji also holds an additional 60,385 vested stock options, 18,436 restricted stock units and 84,826 target performance shares (the exact number awarded being dependent on achievement of performance goals). ( 2 )Amount reported has been adjusted to include 2 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2022, and September 30, 2023, based on a plan statement dated September 30, 2023. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). ( 3 )The options vest in three equal annual installments beginning on February 11, 2015. ( 4 )The options vest in three equal annual installments beginning on February 10, 2016. ( 5 )The options vested in three equal annual installments beginning on February 9, 2017.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.