PGIM ROCK ETF TRUST

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT

Amendment No. 2 to Subadvisory Agreement made this 15th day of June 2026, between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and PGIM Quantitative Solutions LLC, (the “Subadviser” or “PGIM Quantitative Solutions”), a New Jersey limited liability company.

WHEREAS, the Manager has entered into a Management Agreement, dated October 26, 2023, as amended (the “Management Agreement”) with the PGIM Rock ETF Trust, a Delaware statutory trust (the “Trust”) and an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to which PGIM Investments acts as Manager to , each series of the Trust listed therein, as amended from time to time; and

WHEREAS, the Manager, acting pursuant to the Management Agreement, desires to retain the Subadviser to provide investment advisory services to the funds listed in Schedule A hereto, (each, a “Fund”; collectively, the “Funds”), and to manage such portion of each Fund’s portfolio as the Manager shall from time to time direct, and the Subadviser is willing to render such investment advisory services to the Funds.

WHEREAS, the Manager and the Subadviser have mutually agreed to revise Schedule A of the Subadvisory Agreement, in order to include the PGIM S&P 500 Quarterly Buffer 5 ETF, PGIM S&P 500 Quarterly Buffer 10 ETF, PGIM S&P 500 Quarterly Buffer 15 ETF and PGIM S&P 500 Quarterly Buffer 20 ETF as new series of the Trust (the “New Funds”), and whereby the Manager shall pay the Subadviser as full compensation therefor, of such Fund subadvised by the Subadviser as described in the attached Schedule A for the services provided by the Subadviser to the New Funds under the Subadviser Agreement; and

NOW THEREFORE, the parties mutually agree as follows:

1.The subadvisory fee rate schedule for the Funds appearing in Schedule A is hereby deleted in its entirety and is replaced with the attached Schedule A.

2.The Subadvisory Agreement is unchanged in all other respects.

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IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

PGIM INVESTMENTS LLC

BY: /s/ Scotte E. Benjamin

Name: Scott E. Benjamin

Title: Executive Vice President

PGIM QUANTITATIVE SOLUTIONS LLC

BY: /s/ Adam Kloczkowski

Name: Adam Kloczkowski

Title: Head of Quantitative Solutions

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Schedule A

PGIM ROCK ETF TRUST

As compensation for services provided by PGIM Quantitative Solutions LLC (“PGIM Quantitative Solutions”), PGIM Investments LLC will pay PGIM Quantitative Solutions an advisory fee on the net asset value of each Fund’s portfolio managed by PGIM Quantitative Solutions that is equal, on an annualized basis, to the following:

Fund Name

Subadvisory Fee Rate

Effective Date

PGIM S&P 500 Buffer 12 ETF –

XX% of the average daily net assets of

October 26, 2023

January (formerly, PGIM US Equity

the ETF

 

Buffer 12 ETF – January)

 

 

PGIM S&P 500 Buffer 12 ETF –

XX% of the average daily net assets of

October 26, 2023

February (formerly, PGIM US Large-

the ETF

 

Cap Buffer 12 ETF – February)

 

 

PGIM S&P 500 Buffer 12 ETF – March

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

12 ETF – March)

 

 

PGIM S&P 500 Buffer 12 ETF – April

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

12 ETF – April)

 

 

PGIM S&P 500 Buffer 12 ETF – May

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

12 ETF – May)

 

 

PGIM S&P 500 Buffer 12 ETF – June

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

12 ETF – June)

 

 

PGIM US&P 500 Buffer 12 ETF – July

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

12 ETF – July)

 

 

PGIM S&P 500 Buffer 12 ETF – August

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

12 ETF – August)

 

 

PGIM S&P 500 Buffer 12 ETF –

XX% of the average daily net assets of

October 26, 2023

September (formerly, PGIM US Large-

the ETF

 

Cap Buffer 12 ETF – September)

 

 

PGIM S&P 500 Buffer 12 ETF –

XX% of the average daily net assets of

October 26, 2023

October (formerly, PGIM US Large-Cap

the ETF

 

Buffer 12 ETF – October)

 

 

PGIM S&P 500 Buffer 12 ETF –

XX% of the average daily net assets of

October 26, 2023

November (formerly, PGIM US Large-

the ETF

 

Cap Buffer 12 ETF – November)

 

 

PGIM S&P 500 Buffer 12 ETF –

XX% of the average daily net assets of

October 26, 2023

December (formerly, PGIM US Large-

the ETF

 

Cap Buffer 12 ETF – December)

 

 

PGIM S&P 500 Buffer 20 ETF –

XX% of the average daily net assets of

October 26, 2023

January (formerly, PGIM US Large-Cap

the ETF

 

Buffer 20 ETF – January)

 

 

PGIM S&P 500 Buffer 20 ETF –

XX% of the average daily net assets of

October 26, 2023

February (formerly, PGIM US Large-

the ETF

 

Cap Buffer 20 ETF – February)

 

 

PGIM S&P 500 Buffer 20 ETF – March

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

20 ETF – March)

 

 

PGIM S&P 500 Buffer 20 ETF – April

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

20 ETF – April)

 

 

3

PGIM S&P 500 Buffer 20 ETF – May

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

20 ETF – May)

 

 

PGIM S&P 500 Buffer 20 ETF – June

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

20 ETF – June)

 

 

PGIM S&P 500 Buffer 20 ETF – July

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

20 ETF – July)

 

 

PGIM S&P 500 Buffer 20 ETF – August

XX% of the average daily net assets of

October 26, 2023

(formerly, PGIM US Large-Cap Buffer

the ETF

 

20 ETF – August)

 

 

PGIM S&P 500 Buffer 20 ETF –

XX% of the average daily net assets of

October 26, 2023

September (formerly, PGIM US Large-

the ETF

 

Cap Buffer 20 ETF – September)

 

 

PGIM S&P 500 Buffer 20 ETF –

XX% of the average daily net assets of

October 26, 2023

October (formerly, PGIM US Large-Cap

the ETF

 

Buffer 20 ETF – October)

 

 

PGIM S&P 500 Buffer 20 ETF –

XX% of the average daily net assets of

October 26, 2023

November (formerly, PGIM US Large-

the ETF

 

Cap Buffer 20 ETF – November)

 

 

PGIM S&P 500 Buffer 20 ETF –

XX% of the average daily net assets of

October 26, 2023

December (formerly, PGIM US Large-

the ETF

 

Cap Buffer 20 ETF – December)

 

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

January

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

February

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

March

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

April

the ETF

 

PGIM S&P 500 Max Buffer ETF – May

XX% of the average daily net assets of

December 12, 2024

 

the ETF

 

PGIM S&P 500 Max Buffer ETF – June

XX% of the average daily net assets of

December 12, 2024

 

the ETF

 

PGIM S&P 500 Max Buffer ETF – July

XX% of the average daily net assets of

December 12, 2024

 

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

August

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

September

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

October

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

November

the ETF

 

PGIM S&P 500 Max Buffer ETF –

XX% of the average daily net assets of

December 12, 2024

December

the ETF

 

PGIM Nasdaq-100 Buffer 12 ETF –

XX% of the average daily net assets of

December 12, 2024

January

the ETF

 

PGIM Nasdaq-100 Buffer 12 ETF –

XX% of the average daily net assets of

December 12, 2024

April

the ETF

 

PGIM Nasdaq-100 Buffer 12 ETF – July

XX% of the average daily net assets of

December 12, 2024

 

the ETF

 

PGIM Nasdaq-100 Buffer 12 ETF –

XX% of the average daily net assets of

December 12, 2024

October

the ETF

 

PGIM S&P 500 Quarterly Buffer 5 ETF

XX% of the average daily net assets of

June 15, 2026

 

the ETF

 

4

PGIM S&P 500 Quarterly Buffer 10

XX% of the average daily net assets of

June 15, 2026

ETF

the ETF

 

PGIM S&P 500 Quarterly Buffer 15

XX% of the average daily net assets of

June 15, 2026

ETF

the ETF

 

PGIM S&P 500 Quarterly Buffer 20

XX% of the average daily net assets of

June 15, 2026

ETF

the ETF

 

Dated as of June 15, 2026.

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