PRUDENTIAL FINANCIAL INC FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

On March 8, 2023, pursuant to separate Purchase Agreements among Prudential
Financial, Inc. (the "Company"), certain initial purchasers and the Trusts (as
defined below), Five Corners Funding Trust III, a Delaware statutory trust (the
"2033 Trust"), completed the issuance and sale of 800,000 of its Pre-Capitalized
Trust Securities redeemable February 15, 2033 (the "2033 P-Caps") for an
aggregate purchase price of $800,000,000 and Five Corners Funding Trust IV, a
Delaware statutory trust (the "2053 Trust" and, together with the 2033 Trust,
the "Trusts"), completed the issuance and sale of 700,000 of its Pre-Capitalized
Trust Securities redeemable February 15, 2053 (the "2053 P-Caps" and, together
with the 2033 P-Caps, the "P-Caps") for an aggregate purchase price of
$700,000,000 in private placements pursuant to Rule 144A under the Securities
Act of 1933, as amended. The Trusts each invested the proceeds from the sale of
their P-Caps in separate portfolios of principal and interest strips of U.S.
Treasury Securities (the "Eligible Assets"), and the Company agreed to reimburse
the Trusts for trustees' fees and each Trust's other expenses in connection with
the transaction.

In connection with the sale of the P-Caps, the Company entered into separate
facility agreements (each, a "Facility Agreement") with each Trust and The Bank
of New York Mellon, as notes trustee. Each Trust's Facility Agreement provides
that the Company has the right to issue to the applicable Trust, and to require
the applicable Trust to purchase from the Company, on one or more occasions (the
"Issuance Right"), senior notes in an aggregate principal amount at any one time
outstanding and held by such Trust, in the case of the 2033 Trust, of up to
$800,000,000 of the Company's 5.791% Senior Notes due February 15, 2033 (the
"2033 Senior Notes") and, in the case of the 2053 Trust, of up to $700,000,000
of the Company's 5.997% Senior Notes due February 15, 2053 (the "2053 Senior
Notes" and, together with the 2033 Senior Notes, the "Senior Notes") in exchange
for all or a portion of the Eligible Assets held by such Trust corresponding to
the amount of the applicable Issuance Right being exercised at that time. The
Company will pay the 2033 Trust a semi-annual facility fee calculated at a rate
of 1.815% per annum, and to the 2053 Trust a semi-annual facility fee calculated
at a rate of 2.066% per annum, applied to the unexercised portion of the
applicable Issuance Right. By agreeing to purchase the Senior Notes in exchange
for Eligible Assets upon exercise of the applicable Issuance Right, each Trust
will provide a source of liquid assets for the Company. Each Trust will
terminate upon the redemption of all such Trust's outstanding P-Caps or the
earlier occurrence of certain other events, and shall distribute any Senior
Notes held at the time of termination to the holders of the applicable P-Caps.

Each Issuance Right will be exercised automatically in full (1) if the Company
fails to pay the facility fee under the applicable Facility Agreement when due
or any amount due and owing under the applicable trust expense reimbursement
agreement or fails to purchase and pay for any Eligible Assets that are due and
not paid on their payment date, and such failure is not cured within 30 days, or
(2) upon certain bankruptcy events involving the Company. The Company will be
required to exercise each Issuance Right in full if (1) it reasonably believes
that its consolidated stockholders' equity, determined in accordance with GAAP
but excluding accumulated other comprehensive income (or loss) and equity of
non-controlling interests attributable thereto, has fallen below $9 billion,
which amount may be adjusted from time to time upon the occurrence of certain
specified events, (2) an event of default under the indenture that governs the
Senior Notes has occurred or would have occurred had the Senior Notes been
outstanding or (3) certain events relating to each Trust's status as an
"investment company" under the Investment Company Act of 1940, as amended, have
occurred. In addition, at any time following exercise of the Issuance Right in
whole or in part, other than upon an automatic exercise or a required exercise
as described in this paragraph, the Company will have the right to repurchase
any or all of the Senior Notes then held by each Trust in exchange for Eligible
Assets that entitle such Trust to receive payments of principal and interest in
the same amounts that such Trust would have received on the Eligible Assets that
it delivered to the Company upon the exercise of the applicable Issuance Right
in respect of the Senior Notes to be so repurchased.

The Company has the right to redeem, at its option, the Senior Notes issued to
either Trust at any time in whole or in part and, in lieu of issuing and selling
Senior Notes to a Trust pursuant to any voluntary exercise of the Issuance
Right, may elect to deliver to a Trust a cash amount equal to the applicable
redemption price in exchange for a corresponding portion of Eligible Assets. The
redemption price of the Senior Notes being redeemed (or the

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amount of cash delivered in lieu of Senior Notes) will equal the principal
amount of such Senior Notes or, if greater, a make-whole redemption price, in
each case plus accrued and unpaid interest to, but excluding, the date of
redemption. On the redemption (or payment) date, the applicable Trust will apply
the redemption proceeds (or such cash amount) to redeem its P-Caps having an
initial purchase price equal to the principal amount of such Senior Notes. The
P-Caps are to be redeemed, in the case of the 2033 Trust, on February 15, 2033
and, in the case of the 2053 Trust, on February 15, 2053 or earlier upon such an
early redemption of the applicable Senior Notes. Following any distribution of
Senior Notes to the holders of the applicable P-Caps, the Company may similarly
redeem such Senior Notes, in whole or in part, at the redemption price described
above, plus accrued and unpaid interest to, but excluding, the date of
redemption.

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