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): March 10, 2026
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | 001-16707 | 22-3703799 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S Employer Identification Number) |
| 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-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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 10, 2026, Charles F. Lowrey, Executive Chairman of Prudential Financial, Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) of his resignation as Executive Chairman of the Board and as a director, effective immediately. Mr. Lowrey will remain with the Company in the role of Senior Advisor until he retires from the Company at the end of the second quarter of 2026. Following Mr. Lowrey’s resignation as Executive Chairman, the Board appointed Andrew F. Sullivan, the Company’s President and Chief Executive Officer and a director, as the Chairman of the Board.
| Item 7.01 | Regulation FD Disclosure. |
The Company is furnishing herewith a news release, dated March 10, 2026, announcing the leadership change discussed herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | News release of Prudential Financial, Inc. dated March 10, 2026 (furnished and not filed). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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: March 10, 2026
| PRUDENTIAL FINANCIAL, INC. | ||
| By: | /s/ Brian P. Spitser | |
| Name: | Brian P. Spitser | |
| Title: | Vice President and Assistant Secretary | |