X0306 4 2019-03-14 0001137774 PRUDENTIAL FINANCIAL INC PRU 0001235682 Paz George 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK NJ 07102 1 Notional Shares - Mandatory 0 2019-03-14 4 A 0 62 95.27 A Common Stock 62 5992 D 2018 Restricted Stock Units 2019-03-14 4 A 0 16 95.27 A Common Stock 16 1558 D Each notional share - mandatory represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock under the Issuer's deferred compensation plan for non-employee directors. Such shares are issuable, at the election of the reporting person, to begin on either (i) a date prior to the reporting person's retirement date, provided that such date is no earlier than the January 1 in the year following the plan period during which such fees would otherwise have been payable to the reporting person, (ii) within 90 days following the reporting person's retirement date, or (iii) such later date as selected by the reporting person, provided however, that payment must commence in the year the reporting person attains age 70 1/2. Each restricted stock unit represents a contingent right to receive one share of PRU common stock. The restricted stock units vest the earlier of the annual meeting or in one year on May 8, 2019 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors. /s/John M. Cafiero, attorney-in-fact 2019-03-18