Certificate of Incorporation/Bylaws – Form 8-K

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): January 30, 2023

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

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-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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. ☐

On January 30, 2023, the Board of Directors of Prudential Financial, Inc. (the "Company") adopted an amendment to the Company's Amended and Restated By-Laws,effective immediately. The amendment amends the By-Lawsas follows:

The foregoing description of the Company's Amended and Restated By-Lawsis qualified in all respects by reference to the text of the Amended and Restated By-Laws,a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-Kand incorporated herein by reference.

(d) Exhibits

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: January 30, 2023