Material Agreement – 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): May 22, 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. ☐

The information set forth in Item 2.03 below is incorporated herein by reference.

On May 22, 2023, Prudential Financial, Inc. (the "Company") along with its subsidiaries, Prudential Funding, LLC ("Prudential Funding") and The Prudential Insurance Company of America ("PICA"), entered into an amendment (the "Amendment") to that certain Third Amended and Restated Credit Agreement, dated July 28, 2021, among the Company, Prudential Funding, PICA, the certain lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the "Credit Agreement" and, as the Credit Agreement is amended by the Amendment, the "Amended Credit Agreement").

The Amended Credit Agreement (i) replaces LIBOR with SOFR as the interest rate benchmark, (ii) amends the definition of "Consolidated Net Worth" to include certain adjustments related to the Company's adoption of Accounting Standards Update 2018-12,Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts and (iii) includes other updates, including technical, ministerial and conforming changes.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Amended Credit Agreement, and is subject to and qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

(d) Exhibits

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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: May 23, 2023

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