Sec Form 4 Filing - Sleyster Scott @ PRUDENTIAL FINANCIAL INC - 2021-02-09

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

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1. Name and Address of Reporting Person Sleyster Scott 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) Executive Vice President (Last) (First) (Middle) 751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (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 02/09/2021 M 14,144 ( 1 ) ( 2 ) A $ 0 65,411.12 D Common Stock 02/09/2021 F 5,396 ( 3 ) D $ 81.43 60,015.12 D Common Stock 8,007 ( 4 ) 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 2021 Restricted Stock Units ( 5 ) 02/09/2021 A 13,509 ( 6 ) ( 6 ) Common Stock 13,509 $ 0 13,509 D 2021 Performance Shares ( 7 ) 02/09/2021 A 40,526 ( 8 ) ( 8 ) Common Stock 40,526 $ 0 40,526 D 2018 Performance Shares $ 0 ( 1 ) 02/09/2021 M 6,399 ( 1 ) ( 1 ) Common Stock 6,399 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sleyster Scott 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ07102 Executive Vice President Signatures /s/ Richard J. Baker, attorney-in-fact 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Compensation Committee determined the number of shares received based on the Company's return on equity ("ROE") performance relative to a pre-determined goal and relative to the ROE performance of certain life insurance peer companies for the 2018 through 2020 performance period, as adjusted based on the results of an inclusion and diversity modifier. ( 2 )Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee. ( 3 )Represents shares withheld for the payment of taxes. ( 4 )Amount reported has been adjusted to include 78 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2020 and December 31, 2020 based on a plan statement dated December 31, 2020. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). ( 5 )The Restricted Stock Units convert to common stock on a 1 to 1 basis. ( 6 )The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2022. ( 7 )The performance shares convert to common stock on a 1 to 1 basis. ( 8 )Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation Committee in February 2024 based on the Company's ROE performance relative to certain life insurance peer 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.

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).

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