Statement of Changes in Beneficial Ownership (4)

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

1. Name and Address of Reporting Person ^* Sleyster Scott	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/YYYY) 2/8/2022
(Street) NEWARK, NJ 07102 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/8/2022		M		22884 ⁽¹⁾⁽²⁾	A	$0	82899.12	D
Common Stock	2/8/2022		F		10474 ⁽³⁾	D	$121.33	72425.12	D
Common Stock								8320 ⁽⁴⁾	I	By 401(k)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
2022 Restricted Stock Units	$0 ⁽⁵⁾	2/8/2022		A		9067		⁽⁶⁾	⁽⁶⁾	Common Stock	9067	$0	9067	D
2022 Performance Shares	$0 ⁽⁷⁾	2/8/2022		A		27199		⁽⁸⁾	⁽⁸⁾	Common Stock	27199	$0	27199	D
Deferred Compensation Shares	$0 ⁽⁹⁾	2/8/2022		I			89230	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	89230	$121.33	16573	D
2019 Performance Shares	$0 ⁽¹⁾	2/8/2022		M			12211	⁽¹⁾	⁽¹⁾	Common Stock	12211	$0	0	D

Explanation of Responses:
(1)	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
(2)	Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee.
(3)	Represents shares withheld for the payment of taxes.
(4)	Amount reported has been adjusted to include 79 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2021, 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).
(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 on February 28, 2023.
(7)	The performance shares convert to common stock on a 1 to 1 basis.
(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 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.
(9)	Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1 to 1 basis.
(10)	Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sleyster Scott 751 BROAD STREET, 5TH FLOOR ATTN: REGULATORY FILINGS UNIT NEWARK, NJ 07102			Executive Vice President