Robert Axel - 08 Feb 2022 Form 4 Insider Report for PRUDENTIAL FINANCIAL INC (PRU)

Role: SVP and Controller
Signature: /s/ Richard J. Baker, attorney-in-fact
Issuer symbol: PRU
Transactions as of: 08 Feb 2022
Net transactions value: -$153,118
Form type: 4
Filing time: 10 Feb 2022, 17:20:46 UTC
Previous filing: 20 Dec 2021
Next filing: 02 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRU	Common Stock	Options Exercise	$0	+4,218	+57%	$0.000000	11,635	08 Feb 2022	Direct	F1, F2
transaction	PRU	Common Stock	Tax liability	$153,118	-1,262	-11%	$121.33	10,373	08 Feb 2022	Direct	F3
holding	PRU	Common Stock						1,203	08 Feb 2022	By 401(k)	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRU	2022 Restricted Stock Units	Award	$0	+1,731		$0.000000	1,731	08 Feb 2022	Common Stock	1,731	$0.000000	Direct	F5, F6
transaction	PRU	2022 Performance Shares	Award	$0	+4,039		$0.000000	4,039	08 Feb 2022	Common Stock	4,039	$0.000000	Direct	F7, F8
transaction	PRU	2019 Performance Shares	Options Exercise	$0	-2,250	-100%	$0.000000^*	0	08 Feb 2022	Common Stock	2,250	$0.000000	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 2019 through 2021 performance period.
F2	Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee.
F3	Represents shares withheld for the payment of taxes.
F4	Amount reported has been adjusted to include 46 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2020, and December 31, 2021, based on a plan statement dated December 31, 2021. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
F5	The Restricted Stock Units convert to common stock on a 1 to 1 basis.
F6	The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2023.
F7	The performance shares convert to common stock on a 1 to 1 basis.
F8	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.