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 *

Woods Candace		 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)
Senior Vice President
(Last)          (First)          (Middle)

751 BROAD STREET, 5TH FLOOR, ATTN: REGULATORY FILINGS UNIT		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2023
(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)
Code V Amount (A) or (D) Price
Common Stock 2/14/2023  M  3092 (1)A$0 16887 D  
Common Stock 2/14/2023  F  1159 (2)D$103.27 15728 D  
Common Stock         1688 (3)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2023 Restricted Stock Units $0 (4)2/14/2023  A   1598     (5) (5)Common Stock 1598 $0 1598 D  
2023 Performance Shares $0 (6)2/14/2023  A   3729     (7) (7)Common Stock 3729 $0 3729 D  
2020 Performance Share  (1)2/14/2023  M     3443   (1) (1)Common Stock 3443 $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 2020 through 2022 performance period.
(2) Represents shares withheld for the payment of taxes.
(3) Amount reported has been adjusted to include 86 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).
(4) The Restricted Stock Units convert to common stock on a 1 to 1 basis.
(5) The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2024.
(6) The performance shares convert to common stock on a 1 to 1 basis.
(7) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Woods Candace
751 BROAD STREET, 5TH FLOOR
ATTN: REGULATORY FILINGS UNIT
NEWARK, NJ 07102

Senior Vice President
Signatures
/s/ Richard J. Baker, attorney-in-fact2/16/2023
**Signature of Reporting PersonDate
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).
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 control number.
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