PRUDENTIAL FINANCIAL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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2026 PRUDENTIAL FINANCIAL, INC.Proxy StatementNotice of Annual Meeting of Shareholders to be held on May 12, 2026

PRUDENTIAL FINANCIAL, INC. FAST FACTS 1875 AWARDS AND RANKINGS Newark, New Jersey 150+ years Building on a heritage of success 50 million Customers in over 50 countries6 $4T Gross life insurance in force worldwide6 Employees & sales associates worldwide6 AA – Equivalent Financial strength ratings7 PRU Stock symbol traded on the New York Stock Exchange since 2001 AWARDS AND RANKINGS Fortune® World’s Most Admired CompaniesTM 2026 “Insurance: Life and Health” category1 Ethisphere World’s Most Ethical Companies® 20252 Fortune 500® list of America’s largest corporations3 Largest life insurer in the United States (life and health combined) based on total admitted assets4 1st-largest seller of individual life insurance in the United States based on total premiums5 (£h Prudential For more information, please visit Prudential.com.Prudential Financial, Inc. (PFI) of the United States is not affiliated with Prudential plc, incorporated in the United Kingdom, or the Prudential Assurance Company, a subsidiary of M&G plc, incorporated in the United Kingdom. The material in this document is prepared as a summary of certain public disclosures for ease of reference.1 In a survey conducted from October 7 to November 21, 2025, Fortune® ranked Prudential on “The World’s Most Admired Companies™” list, published February 2026. No compensation or submission was involved in these rankings. From Fortune. © 2026 Fortune Media IP Limited. All rights reserved. Used under license. Fortune is a registered trademark and Fortune World’s Most Admired CompaniesTM is a trademark of Fortune Media IP Limited and is used under license. Fortune Media IP Limited is not affiliated with, and does not endorse products or services of, Prudential Financial, Inc.2 As of March 2025, “World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC.3 As of June 2025. From Fortune. © 2025 Fortune Media IP Limited. All rights reserved. Used under license. Fortune and Fortune 500® are registered trademarks of Fortune Media IP Limited and are used under license. Fortune is not affiliated with, and does not endorse products or services of, Prudential Financial, Inc.4 As of December 31, 2024, Ranking for Prudential Financial, according to A.M. Best.5 According to LIMRA as of 4Q24, The Prudential Insurance Company of America, Pruco Life Insurance Company (in New York, by Pruco Life Insurance Company of New Jersey), Newark, NJ (main office). All are Prudential Financial companies, and each is solely responsible for its own financial condition and contractual obligations.6 As of December 31, 2025.7 Except as otherwise noted, financial strength ratings are for The Prudential Insurance Company of America and affiliated issuing companies, all subsidiaries of Prudential Financial. Ratings as of February 3, 2026, from A.M. Best Company (A+), Fitch Ratings (AA-), Standard & Poor’s (AA-), and Moody’s (Aa3). Moody’s does not rate Pruco Life Insurance Company of New Jersey. Ratings are not a guarantee of future financial strength and/or claims-paying ability. A.M. Best financial strength ratings for insurance companies range from “A++ (superior)” to “D (poor).” A rating of A+ is the second highest of thirteen rating categories. Standard & Poor’s financial strength ratings for insurance companies range from “AAA (extremely strong)” to “D (default).” A rating of AA- is the fourth highest of 22 rating categories. Moody’s insurance financial strength ratings range from “Aaa (highest quality)” to “C (lowest).” A rating of Aa3 is the fourth highest of 21 rating categories. Fitch financial strength ratings range from “AAA (exceptionally strong)” to “C (distressed).” A rating of AA- is the fourth highest of 21 rating categories. Please visit investor.prudential.com/ratings for the most current ratings information.

751 Broad Street

Newark, NJ 07102

I’m pleased to invite you to our Annual Meeting of Shareholders on May 12, 2026, at 2:00 pm, at 751 Broad Street, Newark, NJ 07102.

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 continuing our voting incentive program to thank our registered shareholders for their participation and support of strong corporate governance. Through our partnership with American Forests, more than 912,000 trees have been planted on behalf of shareholders, and nearly 944,000 eco-friendly tote bags have been distributed. As a thank you for voting, you may choose between a reusable tote bag or participation in our tree-planting initiative.

Every shareholder’s vote is important. Thank you for your trust and commitment to our company — please vote today.

Sincerely,

In support of transparency and accountability, we are pleased to share with you an overview of the Board’s actions during the past year.

Company Strategy

Over the course of 2025, our Company executed a disciplined process to evaluate Prudential’s long-term growth strategy and the leadership structure required to achieve our goals. This work made clear that our operating model must evolve for Prudential to become a higher-growth and more highly valued company. With the Board’s oversight, our Global Leadership Team is implementing transformational changes that we believe will position Prudential to move faster and deliver stronger results in the years ahead.

Fostering a High-Performance Culture

The Board and management reviewed Prudential’s leadership model to determine if it was structured to foster faster decision making, with greater accountability and speed during this transformative period. As a result of this review, we announced a new structure designed to streamline operations in the Company’s largest markets and sharpen focus on key growth opportunities.

On March 10, 2026, Charles F. Lowrey stepped down from the Board and assumed the role of Senior Advisor until his departure from Prudential on June 30, 2026. We thank Charlie for his 25 years of distinguished service to Prudential. Under Charlie’s guidance, Prudential refined its business mix, invested in technology, and innovated new products that strengthened the Company’s competitive position in the marketplace.

Phil Waldeck was appointed Executive Vice President and Head of U.S. Businesses. Phil is one of Prudential’s most seasoned leaders due to his deep understanding of the performance drivers accelerating our businesses and a strong track record of delivering results. Prior to leading PGIM’s Multi-Asset and Quantitative Solutions business, Phil served as Prudential’s chief transformation officer. Phil’s leadership will be critical as we focus on Prudential’s next phase of growth.

Caroline Feeney, Prudential’s former Executive Vice President, Head of Global Insurance and Retirement Businesses, departed from that role in February 2026. Caroline made tremendous contributions to Prudential over her 33-year career, including leading our U.S. Businesses, driving the expansion of our retail distribution platform, diversifying our product mix, and strengthening our capital position. We would like to express our gratitude to Caroline for her commitment to Prudential and the lasting influence of her leadership.

Brad Hearn was appointed President and CEO of Prudential Holdings of Japan, reporting directly to Andrew Sullivan. We believe Brad’s proven ability to deliver results and scale distribution networks will strengthen our international insurance operations.

Execution Excellence

In alignment with our goal to execute with consistency and discipline, PGIM is transitioning to a unified asset manager model. We expect this new organizational structure, which includes a centralized distribution capability for institutional investors, will help double the percentage of clients engaging with two or more of our asset management businesses and drive additional margin growth over time.

Evolving and Delivering on our Strategy

The Board supports management’s strategy to focus on businesses with large, growing markets and differentiated capabilities that deliver attractive returns. As an example, Prudential sold its PGIM Taiwan business and entered into an agreement to sell its insurance business in Kenya to concentrate Company resources on higher-growth business opportunities.

Ongoing Board Refreshment

The Board is focused on maintaining a balance of director perspectives, skills and backgrounds to provide effective oversight of Prudential’s strategic objectives. In 2025, we added two new independent directors, Thomas D. Stoddard and Joseph J. Wolk. Both leaders bring deep experience in finance and operations and have distinguished global reputations. In addition, Maryann Mannen has been elected to the Board effective May 12, 2026, contingent on the shareholder vote. All of their appointments reflect the Board’s thoughtful approach to align refreshment efforts with the evolution of our strategy.

FROM THE BOARD OF DIRECTORS TO OUR SHAREHOLDERS

Global Talent Focus

The Board expresses its gratitude to our outstanding team members for their dedication and hard work throughout the year. We are proud that our annual employee survey found that, on average, 80% of employees globally report experiences that reflect an ethical and respectful workplace where flexibility and diverse perspectives are valued. Much of Prudential’s future growth and success are predicated on these values embedded in our culture and prized by our employees.

More than half of our employees work in our Japanese operation and are central to our international strategy. In November 2025, we held our Board meeting in Prudential’s headquarters in Tokyo. Over the course of several days, we met with senior management representing our Asian businesses to discuss strategic long-term priorities and their view of the economic outlook for the region. We also met employees whose observations and experiences reinforced our commitment to global talent development.

Shareholder Engagement

Effective corporate governance includes regular, constructive conversations with our shareholders to proactively seek shareholder insights, which enable us to consider a broad range of perspectives. In 2025, our Board and management team engaged with a cross section of shareholders owning a majority of our outstanding shares. Topics discussed included the Board’s composition, succession planning, human capital development and the Board’s approach to overseeing the Company’s risks, including cybersecurity and artificial intelligence.

An important component of our engagement outreach is our director videos. This year we are featuring our independent directors. Please watch these videos on our website atwww.prudential.com/directorvideos.

Community Engagement

Our ability to drive meaningful change is amplified when our Company and employees’ actions are aligned. Today we’re deploying over $1 billion globally through impact investments, grants and other contributions. Prudential’s employees’ actions play a central role in bringing our purpose to life. In 2025, more than 3,800 U.S.-based employees contributed over 35,000 volunteer hours, generating $254,601 in volunteer rewards for nonprofits. Globally, employees reinforced our investments by promoting financial literacy in Japan, renovating youth enrichment facilities in Mexico, and providing food assistance in the U.K. The initiatives are indicative of our Company’s commitment to create vibrant communities and expand access to financial security.

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 atwww.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 13, 2026.

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 2026 Annual Meeting of Shareholders to Be Held on May 12, 2026: Our 2026 Proxy Statement and Annual Report for the year ended December 31, 2025 are available free of charge on our website atwww.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 2025 for Prudential

2025 was a defining year for Prudential as we celebrated our 150th anniversary and evolved our strategy to position us for long-term growth. Guided by our priorities, we refocused on markets where our strengths create the greatest opportunities to compete and win, improved execution across our businesses, and fostered a performance-driven culture. These actions enhanced our competitiveness and position us to deliver the value our customers and shareholders expect and deserve. While there is more work ahead, the foundation we’ve built gives us confidence in our future and in our ability to deliver on our commitments to those we serve.

Annual Meeting Proposals

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Board of Directors — Nominees and Committees

All nominees are independent except for Andrew F. Sullivan.

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(1)

Ms. Mannen is a nominee who does not currently serve on our Board of Directors. Subject to her election at the 2026 Annual Meeting, it is expected that Ms. Mannen will be elected as a member of the Compensation and Human Capital and Corporate Governance and Business Ethics Committees.

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(2)

Ms. Mannen serves as a member of the Board of Directors of MPLX GP LLC, a wholly owned subsidiary of Marathon Petroleum. Marathon Petroleum’s Corporate Governance Principles count concurrent service on the boards of Marathon Petroleum and MPLX GP LLC as one public company board for purposes of assessing the level of public company board commitments. Ms. Mannen has announced that she will not stand for re-election to the Board of Directors at Owens Corning this year.

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(3)

Mr. Todman has been Lead Independent Director since 2023. Member Chair

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SUMMARY INFORMATION

2025 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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On March 10, 2026 Charles F. Lowrey stepped down as Executive Chairman. Mr. Lowrey held that position from March 31, 2025, the date that he stepped down as CEO, until March 10, 2026. The independent directors of the Board appointed Mr. Sullivan as Chairman on March 10, 2026.

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