PRUDENTIAL FINANCIAL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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Prudential Financial, Inc.

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All of us at Prudential share a determination to deliver on our promises to stakeholders, including employees, customers, shareholders and the communities in which we live and work. On behalf of the entire Board of Directors, we value your vote and thank you for investing in Prudential.

Charles F. Lowrey

751 Broad Street

Newark, NJ 07102

You are invited to the Annual Meeting of Shareholders on May 13, 2025, at 751 Broad Street, Newark, NJ 07102, at 2:00 p.m.

We hope you will attend the meeting. Whether or not you attend, please designate the proxies on the proxy card to vote your shares.

We are once again offering a voting incentive to registered shareholders. Thanks to your active participation, we continue to support the work of American Forests to protect and restore America’s forest ecosystems. Since we established our partnership in 2010, American Forests has planted more than 902,000 trees on behalf of our shareholders.

Every shareholder’s vote is important. Thank you for your commitment to the Company and please vote your shares.

Sincerely,

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Prudential’s 2024 performance reflects continued positive momentum in growing our businesses, increasing capital efficiency, and pivoting our product suite to address the investing, insurance, and retirement needs of our customers and clients around the world. Since John Dryden founded Prudential 150 years ago, our success and performance have always been backed by our financial strength. In support of transparency and accountability, we are pleased to share with you an overview of the Board’s actions during the past year.

Succession Planning

Management

The Board collaborates with our executive team to cultivate a deep talent bench and plan for senior leadership succession. We review senior leadership and CEO succession from both an enterprise and individual perspective. The entire Board discusses talent at every board meeting including succession scenario planning exercises. The Board also has consistent and direct exposure to senior leaders throughout the year and regularly interacts with high performing leaders.

In 2024, we made changes among the Company’s most visible leadership roles. The appointment of Andrew Sullivan to succeed Charles Lowrey as Chief Executive Officer is the culmination of a multi-year, rigorous succession-planning effort by the Board. Having successfully led Prudential’s U.S. Businesses since 2021, Caroline Feeney will expand her role to become Executive Vice President, Head of Global Retirement and Insurance, a newly created position overseeing Prudential’s market-leading domestic and international insurance and retirement businesses.

The Board also announced that Vice Chairman Robert Falzon will step down from the Board, effective March 31, 2025, and retire from Prudential, effective July 11, 2025. We are grateful to Rob for his leadership and his contributions to Prudential including his oversight of the Prismic Reinsurance launch, a platform that enhances our ability to address the evolving needs of our insurance customers and clients while continuing to meet our obligations to policyholders. Rob Falzon has supported Prudential’s mission in Newark, New Jersey, the Company headquarters, to help the local community achieve financial mobility, while also investing in the future workforce.

In other strategic executive leadership announcements, in February 2024, Yanela Frias, former president of Group Insurance, was appointed executive vice president and CFO. In October 2024, Scott Case was appointed to the role of executive vice president and Head of Global Technology and Operations. In November 2024, Prudential announced the appointment of Jacques Chappuis as president and CEO of PGIM, our $1.4 trillion global investment management business, effective May 1, 2025. Jacques succeeds David Hunt, who will retire as president and CEO. Lucien Alziari, Prudential’s Chief Human Resources Officer (“CHRO”), announced he is stepping down from his current role and transferring his functional management responsibilities as CHRO on March 31, 2025 to Vicki Walia. Ms. Walia, who currently leads human resources for the company’s U.S. Businesses and PGIM, Prudential’s global asset management business, will become Prudential’s Chief People Officer.

The Board is confident we have the right leadership team to fulfill our vision of becoming a global leader in expanding access to investing, insurance, and retirement security.

Board

Through our deliberate succession planning, we believe Prudential’s Board structure and composition are harmonized to effectively oversee our global businesses. When adding a new director or changing a Board committee’s composition, we maintain a diverse mix of skills, experiences and perspectives, with the ultimate decision on all Board nominations being based on merit and contribution that the selected candidates will bring to the Board. In 2024, we welcomed Carmine Di Sibio to our Board. Mr. Di Sibio has a deep understanding of the insurance industry, and business strategy and innovation, which will help guide our continued efforts to be a higher growth, more capital efficient company.

Douglas Scovanner informed the Board of his intent to retire and will not stand for re-election. In addition, Kathleen Murphy will not stand for re-election due to her other professional commitments. We thank Ms. Murphy and Mr. Scovanner for their extraordinary service to Prudential and its shareholders.

FROM THE BOARD OF DIRECTORS TO OUR SHAREHOLDERS

Business Highlights

Our 2024 results reflect strong sales across our retirement and insurance businesses and significant positive net flows in PGIM. Our Company performance reflects a diversified product mix and expanded distribution channels to reach more people around the world, while continuing to address the growing global retirement opportunity and increased demand for alternative investments. We believe we have balanced meaningful shareholder returns with continued investment in the growth of our businesses, all while maintaining our robust financial strength.

Our continued leadership in pension risk transfer was reinforced through a second transaction with IBM, this time to reinsure $6 billion of pension liabilities. With this latest transaction, Prudential has closed seven out of the ten largest pension risk transfer deals in the U.S. Five of our individual annuity products have exceeded $1 billion in sales, validating our product diversification strategy.

Board Risk Oversight

The Board sets standards for managing risk and monitoring the management of those risks within the Company. We regularly review the Company’s risk profile, including its approach to capital management, its operational footprint, and its investment risks and strategies. The Board considers the breadth of the Company’s risk management framework when approving its strategy and risk tolerance and verifies that strategic plans are commensurate with our ability to identify and manage risk. Among other topics, in 2024, the Board discussed the ethical use of artificial intelligence in our businesses and how Prudential is managing risks associated with potential cyber-attacks.

Engagement and Outreach

Effective corporate governance includes regular, constructive conversations with our shareholders to proactively seek shareholder insights. In 2024, our Board and management team engaged with a cross section of shareholders owning a majority of our outstanding shares. Topics discussed included Prudential’s transformation, our executive compensation plan, cybersecurity, artificial intelligence, human capital development, and Prudential’s Board and leadership structure. We also discussed modifications to the Company’s Performance Shares Program, which we explain in this proxy statement. An important component of our engagement outreach is our director videos. This year we are featuring Gilbert F. Casellas, Corporate Governance and Business Ethics Committee Chair and Mr. Di Sibio, Audit Committee member. Please watch these videos on our website at www.prudential.com/directorvideos.

Culture at Prudential

Our talent and culture are differentiators in the market and the foundation of Prudential’s success. We are committed to fostering an environment of inclusion where all employees feel empowered to make an impact in their careers and communities. Our global employee survey enables Prudential’s management team to understand employees’ perceptions of corporate culture, leadership, development opportunities, inclusive attitudes, and key organizational issues. In 2024, survey participation increased to a record 89% from over 30,000 employees globally — demonstrating our employees’ willingness to offer feedback regarding how the Company is meeting their needs. Survey results are discussed with the Board at least annually. Senior leaders are committed to incorporating the survey results into their ongoing organizational plans.

Your View is Important to Us

We value your support, and we encourage you to share your opinions with us. You can do so by writing to us at the address below. You can also send an email to the independent directors at independentdirectors@prudential.com or provide feedback on our executive compensation program via our website at www.prudential.com/executivecomp. If you would like to write to us, you may do so by addressing your correspondence to Prudential Financial, Inc., Board of Directors, c/o Margaret M. Foran, Chief Governance Officer, 751 Broad Street, Newark, NJ 07102.

THE BOARD OF DIRECTORS OF PRUDENTIAL FINANCIAL, INC.

Agenda

Record date:

You can vote if you were a shareholder of record on March 14, 2025.

We encourage you to vote your shares before the Annual Meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

If you are attending the meeting, you will be asked to present your admission ticket and valid, government-issued photo identification, such as a driver’s license, as described in the Proxy Statement.

By Order of the Board of Directors,

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to Be Held on May 13, 2025: Our 2025 Proxy Statement and Annual Report for the year ended December 31, 2024 are available free of charge on our website at www.prudential.com/governance.

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information about the Company. The following description is only a summary.

The Year 2024 for Prudential

2024 was a year of continued progress executing against our strategy to become a higher growth and more capital efficient company. We further diversified our product offerings and expanded our distribution capabilities to meet the evolving needs of our customers. We also executed several transactions to shift our business mix and enhance our capital flexibility. Our strategic progress was complemented by strong momentum across our market-leading businesses. Moreover, we welcomed a new senior leadership team to steer Prudential’s next chapter of growth. Looking ahead, we remain confident in our strategy and are well positioned to be a global leader in investing, insurance and retirement security.

Annual Meeting Proposals

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Board of Directors — Nominees and Committees

All nominees are independent except for Charles F. Lowrey and Andrew Sullivan.

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(1)

Ms. Murphy will not be standing for election in 2025.

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(2)

Mr. Scovanner will not be standing for election in 2025. Member Chair

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(3)

Mr. Sullivan will be appointed to the Board on March 31, 2025.

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(4)

Mr. Todman has been Lead Independent Director since 2023.

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SUMMARY INFORMATION

2024 Total Shareholder Return

The chart on the right shows our absolute Total Shareholder Return (“TSR”) and percentile ranking relative to the 20 companies in our Compensation Peer Group over the three time periods indicated.

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Governance Practices

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The Board announced that on March 31, 2025, Mr. Lowrey will step down as CEO and will become Executive Chairman, which will split the role of CEO and Chairman.

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SUMMARY INFORMATION

Board Responsiveness to Shareholders in 2024 –

Our relationship with our investors is an important part of our company’s success and we are proud of our long-standing commitment to shareholder engagement.

In 2024, we received 72.74% shareholder support for the Company’s 2023 executive compensation plan. These results were well below our three-year average of 93.4%. In 2024, our Compensation and Human Capital Committee Chair and Lead Independent Director met with shareholders who owned a majority of our outstanding shares to discuss the Committee’s rationale for implementing modifications to the Company’s Performance Shares Program. We discussed how the program’s initial design did not contemplate the rapid and significant interest rate increases in 2022 and 2023. This historic rise in rates resulted in our projected Book Value Per Share (BVPS) performance falling below threshold performance levels, which would have resulted in a zero payout for the BVPS growth component of our Performance Shares Program. The program modifications excluded the impact of possible outsized interest rate changes on our calculation of BVPS, lowered the minimum threshold performance level for partial payouts, and capped potential payouts under the BVPS growth component (for awards in 2021, 2022 and 2023) to no higher than target to avoid windfall payouts. The Committee believes these modifications for both outstanding and future awards preserve the intended retentive and motivational objectives of our long-term incentives.

Until 2024, the Committee had never made any inflight adjustments to the Company’s executive compensation plan and no further adjustments have been made in 2025. The payout for this year’s Performance Shares Program was 81.5%, well below target. Both the Committee and Prudential’s leadership team are committed to taking proper precautionary measures in the design of incentive programs and limiting any consideration of adjustments to in-flight plans to only extraordinary and unforeseen circumstances, when accompanied by a compelling rationale.

The Board and Committee take shareholder feedback and voting results very seriously. We believe the results of last year’s executive compensation vote were unusual because of the unique interest rate environment of 2022 and 2023.

In 2024 and 2025, we engaged with investors who voted for and against the Company’s executive compensation plan. Their feedback was reflected in Prudential’s 2024 and 2025 proxy statements.