KENNETH TANJI - 14 Feb 2023 Form 4 Insider Report for PRUDENTIAL FINANCIAL INC (PRU)

Role: EVP and CFO
Signature: /s/ Richard J. Baker, attorney-in-fact
Issuer symbol: PRU
Transactions as of: 14 Feb 2023
Net transactions value: -$624,887
Form type: 4
Filing time: 16 Feb 2023, 15:50:03 UTC
Previous filing: 02 Mar 2022
Next filing: 02 Mar 2023
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	+14,614	+41%	$0.000000	50,026	14 Feb 2023	Direct	F1
transaction	PRU	Common Stock	Tax liability	$624,887	-6,051	-12%	$103.27	43,975	14 Feb 2023	Direct	F2
holding	PRU	Common Stock						48	14 Feb 2023	By 401(k)	F3

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	2023 Restricted Stock Units	Award	$0	+9,805		$0.000000	9,805	14 Feb 2023	Common Stock	9,805	$0.000000	Direct	F4, F5
transaction	PRU	2023 Performance Shares	Award	$0	+29,414		$0.000000	29,414	14 Feb 2023	Common Stock	29,414	$0.000000	Direct	F6, F7
transaction	PRU	2020 Performance Share	Options Exercise	$0	-16,273	-100%	$0.000000^*	0	14 Feb 2023	Common Stock	16,273		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 2020 through 2022 performance period.
F2	Represents shares withheld for the payment of taxes.
F3	Amount reported has been adjusted to include 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2021, and December 31, 2022, based on a plan statement dated December 31, 2022. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
F4	The Restricted Stock Units convert to common stock on a 1 to 1 basis.
F5	The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2024.
F6	The performance shares convert to common stock on a 1 to 1 basis.
F7	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 2026 based on the Company's ROE performance relative to a performance peer group of companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2023 through 2025 performance period.