| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 04/07/2025 |
3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 | 3,181 | D | |
| Common Stock | 902 | 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2017 Employee Stock Option (Right to Buy) | (1) | 02/14/2027 | Common Stock | 1,510 | $110.45 | D | |
| 2018 Employee Stock Option (Right to Buy) | (2) | 02/13/2028 | Common Stock | 1,366 | $106.89 | D | |
| 2023 Performance Shares | (3) | (3) | Common Stock | 1,155 | $0(4) | D | |
| 2023 Restricted Stock Units | (5) | (5) | Common Stock | 899 | $0(6) | D | |
| 8/10/2023 Restricted Stock Units | (7) | (7) | Common Stock | 705 | $0(6) | D | |
| 2024 Performance Shares | (8) | (8) | Common Stock | 1,069 | $0(4) | D | |
| 2024 Restricted Stock Units | (9) | (9) | Common Stock | 1,664 | $0(6) | D | |
| 2025 Performance Shares | (10) | (10) | Common Stock | 1,004 | $0(4) | D | |
| 2025 Restricted Stock Units | (11) | (11) | Common Stock | 2,342 | $0(6) | D | |
| Explanation of Responses: |
| 1. The options vest in three equal annual installments beginning on February 14, 2018. |
| 2. The options vest in three equal annual installments beginning on February 13, 2019. |
| 3. 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. |
| 4. The performance shares 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 Restricted Stock Units convert to common stock on a 1 to 1 basis. |
| 7. The Restricted Stock Units will vest 1/3 per year beginning the last day of August 2024. |
| 8. 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. |
| 9. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2025. |
| 10. 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 2028 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 2025 through 2027 performance period. |
| 11. The Restricted Stock Units will vest 1/3 per year beginning the last day of February 2026. |
| /s/ Richard J. Baker, attorney-in-fact | 04/16/2025 | |
| ** 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. | ||