X0306 4 2018-02-13 0001137774 PRUDENTIAL FINANCIAL INC PRU 0001723202 Woods Candace 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK NJ 07102 1 Senior Vice President Common Stock 2018-02-13 4 M 0 538 0 A 5593 D Common Stock 2018-02-13 4 F 0 166 106.89 D 5427 D Common Stock 1313 I By 401(k) 2015 Performance Shares 0 2018-02-13 4 M 0 487 0 D Common Stock 487 0 D 2018 Employee Stock Option (Right to Buy) 106.89 2018-02-13 4 A 0 1789 0 A 2028-02-13 Common Stock 1789 1789 D 2018 Performance Shares 0 2018-02-13 4 A 0 1354 0 A Common Stock 1354 1354 D The Compensation Committee awarded these shares, the grant of which was made on February 10, 2015, and originally reported on a Form 3 filed with the SEC on November 15, 2017, based upon performance relative to the average Return On Equity (ROE) goals modified by ROE, EPS Growth and Book Value Per Share Growth relative to certain life insurance peers during the 2015 through 2017 performance period. Represents shares withheld for the payment of taxes. The options vest in three equal annual installments beginning on February 13, 2019. The performance shares convert to common stock on a 1 to 1 basis. Represents the target number of shares to be received relative to the Company's average ROE goals and relative to the ROE achievement of certain life insurance peer companies for the 2018 through 2020 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2021. /s/Andrew Hughes, attorney-in-fact 2018-02-15