pru-20250501

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2025

___________________________

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

___________________________


New Jersey	001-16707	22-3703799
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

(Address of principal executive offices and zip code)

(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 7.01 Regulation FD Disclosure.

On May 1, 2025, Prudential Financial, Inc. (the “Company”) hosted a conference call to discuss the Company’s results for the first quarter of 2025. During the question & answer portion of the call, in response to a question about the Company’s sensitivity to interest rate movements, Yanela Frias, the Company’s Executive Vice President and Chief Financial Officer, misspoke stating that “From an interest rate perspective, if we assume a 50 basis point one time interest rate decline, we expect the AOI impact to be about a 20% decline in EPS on an annual basis.” Ms. Frias intended to say 20 cents and not 20%.

The full transcript of the conference call, including the correction referred to above, will be posted on the Company’s Investor Relations website.

Forward-Looking Statements

Certain of the statements included in this report, including those regarding the estimated impact to the Company of a decline in interest rates, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects”, “believes”, “anticipates”, “includes”, “plans”, “assumes”, “estimates”, “projects”, “intends”, “should”, “will”, “shall”, or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Prudential Financial, Inc. and its subsidiaries. Prudential Financial, Inc.’s actual results may differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. Certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements can be found in the “Risk Factors” and “Forward-Looking Statements” sections included in Prudential Financial, Inc.’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Prudential Financial, Inc. does not undertake to update any particular forward-looking statement included in this presentation.

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.


PRUDENTIAL FINANCIAL, INC.

By:			/s/ Brian P. Spitser
			Name: Brian P. Spitser Title: Vice President and Assistant Secretary