PRUDENTIAL FINANCIAL INC

8-K · d225577d8k.htm

0001137774 2026-06-04 2026-06-04 0001137774 us-gaap:CommonStockMember 2026-06-04 2026-06-04 0001137774 pru:M5.950JuniorSubordinatedNotes3Member 2026-06-04 2026-06-04 0001137774 pru:M5.625JuniorSubordinatedNotes1Member 2026-06-04 2026-06-04 0001137774 pru:M4.125JuniorSubordinatedNotes2Member 2026-06-04 2026-06-04
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 4, 2026
  
  

 PRUDENTIAL FINANCIAL, INC.
 (Exact name of registrant as specified in its charter)
  
  

  

 New Jersey
  
 001-16707
  
 22-3703799

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (I.R.S Employer
 Identification Number)

  

 751 Broad Street

 Newark , New Jersey 07102

 (Address of principal executive offices and zip code)

 (973) 802-6000
 (Registrant’s telephone number, including area code)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
  

 Title of Each Class

  
 Trading
 Symbol(s)

  
 Name of Each Exchange
 on Which Registered

 Common Stock, Par Value $.01
  
 PRU
  
 New York Stock Exchange

 5.950% Junior Subordinated Notes
  
 PRH
  
 New York Stock Exchange

 5.625% Junior Subordinated Notes
  
 PRS
  
 New York Stock Exchange

 4.125% Junior Subordinated Notes
  
 PFH
  
 New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

 Item 8.01
 Other Events.

 On June 4, 2026, Prudential Financial, Inc. (the “Company”) closed the sale of $750,000,000 in aggregate principal amount of its 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (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 June 1, 2026, among the Company and Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, with respect to the 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
   
 Twenty-First Supplemental Indenture, dated June 4, 2026, between the Company and The Bank of New York Mellon, as Trustee, with respect to the Notes.

 4.3
   
 Form of Note (included in Exhibit 4.2).

 5.1
   
 Opinion of Miguel A. Nieves, dated June 4, 2026.

 8.1
   
 Tax opinion of Willkie Farr & Gallagher LLP, dated June 4, 2026, with respect to the Notes.

 23.1
   
 Consent of Miguel A. Nieves (included in Exhibit 5.1).

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

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

  

  
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 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 Date: June 4, 2026
  

 PRUDENTIAL FINANCIAL, INC.

 By:
  
 /s/ John M. Cafiero

 Name:
  
 John M. Cafiero

 Title:
  
 Vice President and Assistant Secretary

  
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