UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i February 12, 2024

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 i 751 Broad Street

 i Newark,  i New Jersey  i 07102

(Address of principal executive offices and zip code)

 i (973)  i 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:

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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i ☐

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 February 5, 2024, Prudential Financial, Inc. (the “Company” or “we”) detected that, beginning February 4, 2024, a threat actor had gained unauthorized access to certain of our systems. With assistance from external cybersecurity experts, we immediately activated our cybersecurity incident response process to investigate, contain, and remediate the incident. As of the date of this Report, we believe that the threat actor, who we suspect to be a cybercrime group, accessed Company administrative and user data from certain information technology systems and a small percentage of Company user accounts associated with employees and contractors.

We continue to investigate the extent of the incident, including whether the threat actor accessed any additional information or systems, to determine the impact of the incident. On the basis of the investigation to date, we do not have any evidence that the threat actor has taken customer or client data. We have reported this matter to relevant law enforcement and are informing regulatory authorities. As of the date of this Report, the incident has not had a material impact on the Company’s operations, and the Company has not determined the incident is reasonably likely to materially impact the Company’s financial condition or results of operations.

Cautionary Statement Regarding Forward Looking Statements

Certain of the statements included in this Report constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon the Company and its subsidiaries. The Company’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 the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company does not undertake to update any particular forward-looking statement included in this document.

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 13, 2024