X0306 4 2019-07-01 0001137774 PRUDENTIAL FINANCIAL INC PRU 0001390946 Baltimore Thomas J Jr 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK NJ 07102 1 Notional Shares - Optional 0 2019-07-01 4 A 0 568 101.00 A Common Stock 568 39825 D Each notional share - optional represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock or the cash value thereof under the Issuer's deferred compensation plan for non-employee directors. Such shares are payable in common stock or cash, at the election of the reporting person, with payment to begin, at the election of the reporting person provided that such date shall be at least two (2) years after the end of the plan year with respect to which such elective deferrals relate. The reporting person may transfer his investment in the notional shares - optional to an alternative investment account, subject to the terms of the Issuer's deferred compensation plan for non-employee directors. /s/John M. Cafiero, attorney-in-fact 2019-07-02