PRUDENTIAL FINANCIAL INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Departure from the Board of Directors

On February 14, 2023, Thomas J. Baltimore, a member of the Board of Directors
(the "Board") of Prudential Financial, Inc. (the "Company"), notified the Board
that he will resign from the Board effective March 14, 2023, at which time he
will have served on the Board for almost 15 years. Mr. Baltimore's resignation
from the Board is due to his other professional commitments, and not due to any
disagreement with the Company on any matter related to the Company's operations,
policies or practices.

Annual Incentive Program

Attached as Exhibit 10.1 and incorporated herein by reference are the Annual
Incentive Payment Criteria for Executive Officers relating to annual incentive
awards under the Company's Annual Incentive Program, effective for awards in
2023 in respect of 2022.

Long-Term Incentive Program

Attached as Exhibit 10.2 and incorporated herein by reference is the Form of
Terms and Conditions relating to awards to executive officers in 2023 under the
Company's 2021 Omnibus Incentive Plan of performance shares and restricted stock
units under the Company's 2023 Long-Term Incentive Program.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1      Annual Incentive Payment Criteria for Executive Officers effective for
        awards in 2023 in respect of 2022

10.2      Form of Terms and Conditions relating to awards to executive officers in
        2023 under the 2021 Omnibus Incentive Plan of performance shares and
        restricted stock units under the 2023 Long-Term Incentive Program

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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