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

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1. Name and Address of Reporting Person * SULLIVAN ANDREW F 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [PRU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) Chief Executive Officer / Chairman of the Board (Last) (First) (Middle) 751 BROAD STREET, 5TH FLOOR, ATTN: REGULATORY FILINGS UNIT 3. Date of Earliest Transaction (Month/Day/Year) 11/06/2026 (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 11/06/2026 M(1) 2,577 A $110.45 52,793 D Common Stock 11/06/2026 S(1) 2,476 D $121.32 50,317 D Common Stock 11/06/2026 M(2) 1,128 A $107.28 51,445 D Common Stock 11/06/2026 S(2) 1,068 D $121.32 50,377(3) D Common Stock 474(4) I By 401(k)

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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

2017 Employee Stock Option (Right to Buy)

$110.45

11/06/2026

M

2,577

(5)

02/14/2027

Common Stock

2,577

$ 0

0

D

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

$107.28

11/06/2026

M

1,128

(6)

10/02/2027

Common Stock

1,128

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SULLIVAN ANDREW F 751 BROAD STREET, 5TH FLOOR ATTN: REGULATORY FILINGS UNIT NEWARK, NJ 07102	X		Chief Executive Officer	Chairman of the Board

Signatures

/s/ Richard J. Baker, attorney-in-fact		11/10/2026
**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)	Mr. Sullivan exercised the stock options scheduled to expire next year on February 14, 2027 and sold a portion of the shares acquired upon exercise to cover the exercise price and applicable tax-withholding obligations. The remaining shares acquired upon exercise were retained.
(2)	Mr. Sullivan exercised the stock options scheduled to expire next year on October 2, 2027 and sold a portion of the shares acquired upon exercise to cover the exercise price and applicable tax-withholding obligations. The remaining shares acquired upon exercise were retained.
(3)	Following the transaction reported on this Form 4, Mr. Sullivan continues to hold 50,377 shares directly and 474 shares indirectly in a 401(k) account. Mr. Sullivan also holds an additional 3,251 vested stock options, 43,685 restricted stock units, 12,559 deferred compensation shares, and 165,958 target performance shares (the exact number awarded being dependent on achievement of performance goals).
(4)	Amount reported has been adjusted to include 18 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2025, and September 30, 2026, based on a plan statement dated September 30, 2026. 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 options vested in three equal annual installments beginning on February 14, 2018.
(6)	The options vested in three equal annual installments beginning on October 2, 2018.

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