Sec Form 4 Filing - FALZON ROBERT @ PRUDENTIAL FINANCIAL INC - 2024-05-13

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 FALZON ROBERT 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) EVP and Vice Chairman (Last) (First) (Middle) 751 BROAD STREET, 5TH FLOOR, ATTN. REGULATORY FILINGS UNIT 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2024 (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 05/13/2024 M 66,199 A $ 93.36 263,082 D Common Stock 05/13/2024 S 60,999 D $ 118.57 202,083 D Common Stock 05/13/2024 M 74,325 A $ 95.87 276,408 D Common Stock 05/13/2024 S 69,093 D $ 118.57 207,315 ( 1 ) D Common Stock 687 I By 401(k) Common Stock 3,580 I By Spouse

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 2019 Employee Stock Option (Right to Buy) $ 93.36 05/13/2024 M 66,199 ( 2 ) 02/12/2029 Common Stock 66,199 $ 0 0 D 2020 Employee Stock Option (Right to Buy) $ 95.87 05/13/2024 M 74,325 ( 3 ) 02/11/2030 Common Stock 74,325 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FALZON ROBERT 751 BROAD STREET, 5TH FLOOR ATTN. REGULATORY FILINGS UNIT NEWARK, NJ07102 EVP and Vice Chairman Signatures /s/ Richard J. Baker, attorney-in-fact 05/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the transactions reported on this Form 4, Mr. Falzon continues to hold 207,315 shares directly and 687 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 55,453 vested stock options, 50,260 unvested restricted stock units and 217,164 target performance shares (the exact number awarded being dependent on achievement of performance goals). ( 2 )The options vest in three equal annual installments beginning on February 12, 2020. ( 3 )The options vest in three equal annual installments beginning on February 11, 2021.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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