SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Frias Yanela

(Last)

(First)

(Middle)

751 BROAD STREET, 5TH FLOOR

ATTN: REGULATORY FILINGS UNIT

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2024

3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,064	D
Common Stock	2	I	By 401(K)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2020 Employee Stock Option (Right to Buy)	⁽¹⁾	02/11/2030	Common Stock	3,942	$95.87	D
2022 Performance Shares	⁽²⁾	⁽²⁾	Common Stock	4,039	⁽³⁾	D
2022 Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	577	⁽⁵⁾	D
2023 Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	1,356	⁽⁵⁾	D
2024 Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	2,851	⁽⁵⁾	D
2023 Performance Shares	⁽⁸⁾	⁽⁸⁾	Common Stock	4,745	⁽³⁾	D
2024 Performance Shares	⁽⁹⁾	⁽⁹⁾	Common Stock	6,652	⁽³⁾	D

Explanation of Responses:

1. The options vest in three equal annual installments beginning on February 11, 2021.

2. 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.

3. The performance shares convert to common stock on a 1 to 1 basis.

4. The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2023.

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 the last day of February 2024.

7. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2025.

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 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.

9. Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation and Human Capital Committee in February 2027 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 2024 through 2026 performance period.

	/s/ Richard J. Baker, attorney-in-fact	03/22/2024
	** Signature of Reporting Person	Date
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 5 (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.