Sec Form 3 Filing - Feeney Caroline @ PRUDENTIAL FINANCIAL INC - 2023-01-01

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 Feeney Caroline 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, 5TH FLOOR, ATTN.: REGULATORY FILINGS UNIT 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (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 5,126 D Common Stock 7,541 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 2017 Employee Stock Option (Right to Buy) $ 110.45 ( 1 ) 02/14/2027 Common Stock 2,117 D 10/2/17 Employee Stock Option (Right to Buy) $ 107.28 ( 2 ) 10/02/2027 Common Stock 1,222 D 2018 Employee Stock Option (Right to Buy) $ 106.89 ( 3 ) 02/13/2028 Common Stock 2,926 D 2019 Employee Stock Option (Right to Buy) $ 93.36 ( 4 ) 02/12/2029 Common Stock 5,016 D 2020 Employee Stock Option (Right to Buy) $ 95.87 ( 5 ) 02/11/2030 Common Stock 7,883 D 2020 Performance Share ( 7 ) ( 6 ) ( 6 ) Common Stock 8,762 D 6/12/2018 Employee Stock Option (right to buy) $ 99.76 ( 8 ) 06/12/2028 Common Stock 397 D 2021 Performance Shares ( 10 ) ( 9 ) ( 9 ) Common Stock 12,035 D 2021 Restricted Stock Units $ 0( 12 ) ( 11 ) ( 11 ) Common Stock 3,439 D 2022 Performance Shares ( 14 ) ( 13 ) ( 13 ) Common Stock 15,578 D 2022 Restricted Stock Units $ 0( 16 ) ( 15 ) ( 15 ) Common Stock 6,677 D 1/12/21 Restricted Stock Units ( 16 ) ( 17 ) ( 17 ) Common Stock 60,761 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Feeney Caroline 751 BROAD STREET, 5TH FLOOR ATTN.: REGULATORY FILINGS UNIT NEWARK, NJ07102 Executive Vice President Signatures /s/ Richard J. Baker, attorney-in-fact 01/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest in three equal annual installments beginning on February 14, 2018 ( 2 )The options vest in three equal annual installments beginning on October 2, 2018 ( 3 )The options vest in three equal annual installments beginning on February 13, 2019. ( 4 )The options vest in three equal annual installments beginning on February 12, 2020. ( 5 )The options vest in three equal annual installments beginning on February 11, 2021. ( 6 )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. ( 7 )The performance shares convert to common stock on a 1 to 1 basis. ( 8 )The options vest in three equal annual installments beginning on June 12, 2019. ( 9 )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. ( 10 )Performance shares convert to common stock on a 1 to 1 basis ( 11 )The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2022. ( 12 )The Restricted Stock Units convert to common stock on a 1 to 1 basis. ( 13 )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 2025 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 2022 through 2024 performance period. ( 14 )Performance shares convert to common stock on a 1 to 1 basis. ( 15 )The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2023. ( 16 )The Restricted Stock Units convert to common stock on a 1 to 1 basis. ( 17 )The Restricted Stock Units will vest on 1/12/26

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