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, Financial Statements and Exhibits

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

Off-Balance Sheet Arrangement of a Registrant

On May 22, 2023, Prudential Financial, Inc. (the "Company") along with its
subsidiaries, Prudential Funding, LLC ("Prudential Funding") and The Prudential
Insurance Company of America ("PICA"), entered into an amendment (the
"Amendment") to that certain Third Amended and Restated Credit Agreement, dated
July 28, 2021, among the Company, Prudential Funding, PICA, the certain lenders
party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the
"Credit Agreement" and, as the Credit Agreement is amended by the Amendment, the
"Amended Credit Agreement").

The Amended Credit Agreement (i) replaces LIBOR with SOFR as the interest rate
benchmark, (ii) amends the definition of "Consolidated Net Worth" to include
certain adjustments related to the Company's adoption of Accounting Standards
Update 2018-12, Financial Services - Insurance (Topic 944): Targeted
Improvements to the Accounting for Long-Duration Contracts and (iii) includes
other updates, including technical, ministerial and conforming changes.

The foregoing is a summary only and does not purport to be a complete
description of all of the terms, provisions, covenants, and agreements contained
in the Amended Credit Agreement, and is subject to and qualified in its entirety
by reference to the full text of the Amended Credit Agreement, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

Exhibit
  No.       Description

10.1          Amendment No. 1 to Third Amended and Restated Credit Agreement,
            dated as of May 22, 2023, among Prudential Financial, Inc., Prudential
            Funding, LLC, The Prudential Insurance Company of America, JPMorgan
            Chase Bank, N.A., as Administrative Agent, and the lenders party
            thereto.

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



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