FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * SCHMIDT TIMOTHY L 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)
Senior Vice President
(Last)         (First)         (Middle)
751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE
3. Date of Earliest Transaction (MM/DD/YYYY)
8/24/2021
(Street)
NEWARK, NJ 07102
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/24/2021    M    6579  A $59.41  23076  D   
Common Stock  8/24/2021    S    6579  D $104.91  16497 (1) D   
Common Stock                 247 (2) I  By 401(k) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
2012 Employee Stock Option (Right to Buy)  $59.41  8/24/2021    M        6579    (3) 2/14/2022  Common Stock  6579  $0  0  D   

Explanation of Responses:
(1)  Following the transaction reported on this Form 4, Mr. Schmidt continues to hold 16,497 shares directly and 247 shares indirectly in a 401(k) account. Mr. Schmidt also holds an additional 22,021 vested stock options, 7,597 unvested stock options, 6,264 restricted stock units and 32,374 target performance shares (the exact number awarded being dependent on achievement of performance goals).
(2)  Amount reported has been adjusted to include 4 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2020 and June 30, 2021 based on a plan statement dated June 30, 2021. 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 vested in three equal annual installments beginning on February 14, 2013.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHMIDT TIMOTHY L
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
NEWARK, NJ 07102


Senior Vice President

Signatures
/s/ Richard J. Baker, attorney-in-fact 8/24/2021
**Signature of Reporting Person Date
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