Item 8.01 Other Events.

On August 17, 2022, Prudential Financial, Inc. (the "Company") closed the sale of $1,200,000,000 in aggregate principal amount of its 6.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052 (the "2052 Notes") and $300,000,000 in aggregate principal amount of its 5.950% Junior Subordinated Notes due 2062 (the "2062 Notes" and, together with the 2052 Notes, 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 August 8, 2022, among the Company and
             Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities,
             Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and
             Mizuho Securities USA LLC, as representatives of the several
             underwriters named therein, with respect to the 2052 Notes.

 1.2           Underwriting Agreement, dated August 9, 2022, among the Company and
             Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs &
             Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS
             Securities LLC, as representatives of the several underwriters named
             therein, with respect to the 2062 Notes.

 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           Seventeenth Supplemental Indenture, dated August 17, 2022, between
             the Company and The Bank of New York Mellon, as Trustee, with respect
             to the 2052 Notes.

 4.3           Eighteenth Supplemental Indenture, dated August 17, 2022, between
             the Company and The Bank of New York Mellon, as Trustee, with respect
             to the 2062 Notes.

 4.4           Form of 2052 Note (included in Exhibit 4.2).

 4.5           Form of 2062 Note (included in Exhibit 4.3).

 5.1           Opinion of John M. Cafiero, dated August 17, 2022.

 8.1           Tax opinion of Willkie Farr & Gallagher LLP, dated August 17, 2022,
             with respect to the 2052 Notes.

 8.2           Tax opinion of Willkie Farr & Gallagher LLP, dated August 17, 2022,
             with respect to the 2062 Notes.

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

23.2           Consent of Willkie Farr & Gallagher LLP with respect to the 2052
             Notes (included in Exhibit 8.1).

23.3           Consent of Willkie Farr & Gallagher LLP with respect to the 2062
             Notes (included in Exhibit 8.2).

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

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