Statement of Changes in Beneficial Ownership (Form 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). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Feeney Caroline 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 (Month/Day/Year) 12/11/2025 (Street) NEWARK, NJ 07102 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/11/2025 M 397 A $99.76 22,906.53 D Common Stock 12/11/2025 S 384 D $116.28 22,522.53 D Common Stock 12/11/2025 M 2,926 A $106.89 25,448.53 D Common Stock 12/11/2025 S 2,874 D $116.28 22,574.53 D Common Stock 12/11/2025 M 2,117 A $110.45 24,691.53 D Common Stock 12/11/2025 S 2,096 D $116.28 22,595.53 D Common Stock 12/11/2025 M 1,222 A $107.28 23,817.53 D Common Stock 12/11/2025 S 1,201 D $116.28 22,616.53(1) D Common Stock 8,723(2) I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

6/12/2018 Employee Stock Option (right to buy)

$99.76

12/11/2025

M

397

(3)

06/12/2028

Common Stock

397

$ 0

0

D

2018 Employee Stock Option (Right to Buy)

$106.89

12/11/2025

M

2,926

(4)

02/13/2028

Common Stock

2,926

$ 0

0

D

2017 Employee Stock Option (Right to Buy)

$110.45

12/11/2025

M

2,117

(5)

02/14/2027

Common Stock

2,117

$ 0

0

D

10/2/17 Employee Stock Option (Right to Buy)

$107.28

12/11/2025

M

1,222

(6)

10/02/2027

Common Stock

1,222

$ 0

0

D

Reporting Owners

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

Signatures

/s/ Richard J. Baker, attorney-in-fact		12/15/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Following the transactions reported on this Form 4, Ms. Feeney continues to hold 22,616 shares directly and 8,723 shares indirectly in a 401(k) account. Ms. Feeney also holds an additional 80,340 restricted stock units, and 86,980 target performance shares (the exact number awarded being dependent on achievement of performance goals).
(2)	Amount reported has been adjusted to include 523 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2024 and September 30, 2025 based on a plan statement dated September 30, 2025. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
(3)	The options vest in three equal annual installments beginning on June 12, 2019.
(4)	The options vest in three equal annual installments beginning on February 13, 2019.
(5)	The options vest in three equal annual installments beginning on February 14, 2018
(6)	The options vest in three equal annual installments beginning on October 2, 2018

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.