If the maturity date, redemption date or an interest payment date for any note is not a business day (as that term is
defined in the prospectus), principal, premium, if any, and interest for that note is paid on the next business day, and no interest will accrue from, and after, the maturity date, redemption date or interest payment date (following unadjusted
business day convention). * The survivors option feature
of your note is subject to important limitations, restrictions and procedural requirements further described on page S-52 of your prospectus supplement.
The Bank of New York will act as trustee for the Notes. Citibank,
N.A., will act as paying agent, registrar and transfer agent for the Notes and will administer any survivors options with respect thereto.
In the opinion of John M. Cafiero, as counsel to Prudential Financial, Inc. (the Company), when the notes offered by this pricing
supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability related to affecting creditors rights and to general equity principles. This opinion is given as of the date hereof and is
limited to the laws of New Jersey and New York. In addition, this opinion is subject to customary assumptions about the trustees authorization, execution and delivery of the indenture and the genuineness of signatures and to such
counsels reliance on officers of the Compan and other sources as to certain factual matters, all as stated in the opinion of John M. Cafiero, dated August 5, 2024, filed in the Companys Current Report on Form 8-K dated August 5, 2024 and incorporated by reference as Exhibit 5.2 to the Companys registration statement on Form 3-ASR (File
No. 333-277590).
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