Management Change – 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): February 14, 2023

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

(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. ☐

Departure from the Board of Directors

On February 14, 2023, Thomas J. Baltimore, a member of the Board of Directors (the "Board") of Prudential Financial, Inc. (the "Company"), notified the Board that he will resign from the Board effective March 14, 2023, at which time he will have served on the Board for almost 15 years. Mr. Baltimore's resignation from the Board is due to his other professional commitments, and not due to any disagreement with the Company on any matter related to the Company's operations, policies or practices.

Annual Incentive Program

Attached as Exhibit 10.1 and incorporated herein by reference are the Annual Incentive Payment Criteria for Executive Officers relating to annual incentive awards under the Company's Annual Incentive Program, effective for awards in 2023 in respect of 2022.

Long-Term Incentive Program

Attached as Exhibit 10.2 and incorporated herein by reference is the Form of Terms and Conditions relating to awards to executive officers in 2023 under the Company's 2021 Omnibus Incentive Plan of performance shares and restricted stock units under the Company's 2023 Long-Term Incentive Program.

(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: February 15, 2023