Form 424B2 - Prospectus [Rule 424(b)(2)]

Prudential Financial InterNotes^® , Due Six Months or More from Date of Issue

Filed under Rule 424(b)(2), Registration Statement No. 333-277590

Final Pricing Supplement No. 2 - Dated Monday, August 26, 2024. To Prospectus Dated March 1, 2024 and Prospectus Supplement dated August 5, 2024

Investors should read this pricing supplement in conjunction with the Prospectus and Prospectus Supplement.

1st Interest

CUSIP

Aggregate

Selling

Gross

Net

Interest

Payment

Maturity

Payment

Survivor’s

Product

Number

Principal Amount

Price

Concession

Proceeds

Type

Rate

Frequency

Date

Amount

Option*

Ranking

74432BAD0

9,746,000.00

100.000

1.250

9,624,175.00

Fixed

4.200

Semi-Annual

08/15/2029

02/15/2025

19.37

Yes

Senior Unsecured Notes

We will pay you interest on the notes on a Semi-Annual basis on Feb 15th and Aug 15th. The first such payment will be made on Feb 15, 2025. The interest rate per annum and stated maturity date are set out above. The regular record dates for your notes are each business day preceding each date on which interest is paid.

Any notes sold by the selling agents to securities dealers, or by securities dealers to certain other brokers or dealers, may be sold at a discount from the initial selling price up to 0.6000% of the principal amount.

Redemption Information: Non-Callable

Purchasing Agent: InspereX LLC Agents: BofA Securities, Citigroup, Morgan Stanley, RBC Capital Markets, Wells Fargo Advisors


Offering Date: Monday, August 19, 2024 through Monday, August 26, 2024		Prudential Financial, Inc.
Trade Date: Monday, August 26, 2024 @ 12:00 PM ET		Prudential Financial Internotes^®
Settle Date: Thursday, August 29, 2024		Prospectus Dated March 1, 2024 and
Minimum Denomination/Increments: $1,000.00/$1,000.00		Prospectus Supplement Dated August 5, 2024
Initial trades settle flat and clear SDFS: DTC Book-Entry only
DTC Number 0235 via RBC Dain Rauscher Inc.

If the maturity date, redemption date or an interest payment date for any note is not a business day (as that term is defined in the prospectus), principal, premium, if any, and interest for that note is paid on the next business day, and no interest will accrue from, and after, the maturity date, redemption date or interest payment date (following unadjusted business day convention).

* The survivor’s option feature of your note is subject to important limitations, restrictions and procedural requirements further described on page S-52 of your prospectus supplement.

The Bank of New York will act as trustee for the Notes. Citibank, N.A., will act as paying agent, registrar and transfer agent for the Notes and will administer any survivor’s options with respect thereto.

In the opinion of John M. Cafiero, as counsel to Prudential Financial, Inc. (the Company), when the notes offered by this pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability related to affecting creditors’ rights and to general equity principles. This opinion is given as of the date hereof and is limited to the laws of New Jersey and New York. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and to such counsel’s reliance on officers of the Compan and other sources as to certain factual matters, all as stated in the opinion of John M. Cafiero, dated August 5, 2024, filed in the Company’s Current Report on Form 8-K dated August 5, 2024 and incorporated by reference as Exhibit 5.2 to the Company’s registration statement on Form 3-ASR (File No. 333-277590).

Exhibit 107

Calculation of Filing Fee Tables

Form

S-3

(Form Type)

Prudential Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities



	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid	Debt	Senior Unsecured Notes	457(r)	$9,746,000	100.00 %	$9,746,000	$ 147.60 per $1 million	$1,438.51

Fees Previously Paid	—	—	—	—	—	—		—

Carry Forward Securities

Carry Forward Securities	—	—	—	—		—			—	—	—	—

	Total Offering Amounts					$9,746,000		$1,438.51

	Total Fees Previously Paid							—

	Total Fee Offsets							—

	Net Fee Due							$1,438.51

The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum amount of that offering is $9,746,000.

Submission	Aug. 28, 2024
Submission [Line Items]
Central Index Key	0001137774
Registrant Name	Prudential Financial, Inc.
Registration File Number	333-277590
Form Type	S-3
Submission Type	424B2
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Aug. 28, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Debt
Security Class Title	Senior Unsecured Notes
Amount Registered \| shares	9,746,000
Proposed Maximum Offering Price per Unit	1
Maximum Aggregate Offering Price	$ 9,746,000
Fee Rate	0.01476%
Amount of Registration Fee	$ 1,438.51
Offering Note	The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum amount of that offering is $9,746,000.