Item 8.01 Other Events.

On February 28, 2022, Prudential Financial, Inc. (the "Company") closed the sale of $1,000,000,000 in aggregate principal amount of its 5.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052 (the "Notes").

The documents listed below in Item 9.01 relate to the sale of the Notes and are filed as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated February 23, 2022, among the Company
            and BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
            Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
            J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as
            representatives of the several underwriters named therein.

 4.1          Subordinated Debt Securities Indenture, dated June 17, 2008, between
            the Company and The Bank of New York Mellon (formerly known as The
            Bank of New York), as Trustee (incorporated by reference to Exhibit
            4.1 to the Company's Current Report on Form 8-K, filed with the
            Securities and Exchange Commission on June 17, 2008).

 4.2          Sixteenth Supplemental Indenture, dated February 28, 2022, between
            the Company and The Bank of New York Mellon, as Trustee.

 4.3          Form of Note (included in Exhibit 4.2).

 5.1          Opinion of John M. Cafiero, dated February 28, 2022.

 8.1          Tax opinion of Willkie Farr & Gallagher LLP, dated February 28,
            2022.

23.1          Consent of John M. Cafiero (included in Exhibit 5.1).

23.2          Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1).


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

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