DEF 14A of Prudential Financial Inc, Mar 26, 2026

DEF 14A of Prudential Financial Inc

Filed Mar 26, 2026 · FY20250001104659-26-035162

Open on EDGAR

  1. Proxy Statement

    | COMPENSATION OF DIRECTORS | 35 | | COMPENSATION DISCUSSION AND ANALYSIS | 37 | | Compensation Highlights | 37 | | Philosophy and Objectives of Our Executive Compensation Program | 40 | | How We Make Compensation Decisions | 42 | | Direct Compensation Components | 43 | | COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT | 51 | | PAY VERSUS PERFORMANCE | 52 | | CEO PAY RATIO | 54 | | EXECUTIVE COMPENSATION | 55 | | 2025 Summary Compensation Table | 55 | | Grants of Plan-Based Awards | 57 | | Pension Benefits | 60 | | Nonqualified Deferred Compensation | 63 | | Post-Employment Compensation Arrangements | 64 | | Potential Payments upon Termination or Change in Control | 65 |

  2. Summary of Director Nominee Qualifications and Experience

    Summary of Director Nominee Qualifications and Experience

  3. Summary of Director Nominee Qualifications and Experience

    | | Casellas | Di Sibio | Hund-Mejean | Jones | Mannen | Pianalto | Poon | Stoddard | Sullivan | Todman | Wolk | | Business Ethics Play a critical role in the success of our businesses | • | | | | • | • | • | | | | • | | Business Head/Administration Directors with administration experience typically possess strong leadership qualities and the ability to identify and develop those qualities in others | • | • | • | • | • | • | • | • | • | • | • | | Business Operations A practical understanding of developing, implementing and assessing our operating plan and business strategy | • | • | • | • | • | • | • | • | • | • | • | | Corporate Governance Supports our goals of strong Board and management accountability, transparency and protection of shareholder interests | • | • | • | • | • | • | • | • | • | • | • | | Finance/Capital Allocation For evaluating our financial statements and capital structure | | • | • | | • | • | • | • | • | • | • | | Financial Expertise/Literacy Assists our directors in understanding and overseeing our financial reporting and internal controls | • | • | • | • | • | • | • | • | • | • | • | | Financial Services Industry For understanding and reviewing our business and strategy | | • | • | | • | • | • | • | • | | | | Government/Public Policy The Company operates in a heavily regulated industry that is directly affected by governmental actions | • | | | | | • | | | • | • | • | | Human Capital Management/Talent/Inclusion For oversight of the implementation of a successful framework for workforce acquisition, workforce management and workforce optimization that results in the attraction, development and retention of top candidates with diverse skills and backgrounds | • | • | • | • | • | • | • | • | • | • | • | | Insurance Industry For understanding and reviewing our business and strategy | | | | | | • | | • | • | | | | International For understanding and reviewing our business and strategy | | • | • | • | • | | • | • | • | • | • | | Investments For evaluating our financial statements and investment strategy | • | • | • | | • | • | • | • | • | | • | | Marketing/Sales Relevant to the Company as it seeks to identify and develop new markets for its financial products and services | | • | | • | | | • | | • | • | | | Risk Management Critical to the Board’s role in overseeing the risks facing the Company | • | • | • | • | • | • | • | • | • | • | • | | Sustainability Aligns the Board’s oversight of strategic business imperatives with a sustainable business model | • | • | | | • | • | | • | | | | | Technology/Systems/Cybersecurity Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | • | • | • | • | | | | | | |

  4. Summary of Director Nominee Qualifications and Experience

    | NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2026 PROXY STATEMENT | 9 |

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | The Board of Directors recommends that shareholders vote “FOR” each of the nominees. |

  7. Director Nominees

    | | Gilbert F. Casellas Age: 73 Director Since: January 2001 (Director of Prudential Insurance since April 1998) | | | Prudential Committees: • Compensation and Human Capital • Corporate Governance and Business Ethics • Executive • Investment (Chair) | | Mr. Casellas served as Chairman of OMNITRU (a consulting and investment firm) from 2011 to 2017. He was VP, Corporate Responsibility, of Dell Inc. (a global computer manufacturer) from 2007 to 2010. Mr. Casellas served as Chairman, U.S. EEOC from 1994 to 1998 and General Counsel, U.S. Department of the Air Force, from 1993 to 1994. | |

  8. Director Nominees

    | | Carmine Di Sibio Age: 62 Director Since: July 2024 | | | Prudential Committee: • Audit Public Directorships: • Paypal Holdings, Inc. | | Mr. Di Sibio served as Global Chairman and CEO of EY (a professional organization that specializes in tax, information technology and consulting advisory services) from 2019 to 2024. Prior to this, Mr. Di Sibio served as EY Global Managing Partner — Client Service from 2013 to 2019 and led the execution of EY’s global strategy in its four geographic areas and four service lines. Mr. Di Sibio was also instrumental in the creation of the Global Innovation Team at EY, which redefined how EY teams use technology to transform existing services and create solutions. During his career at EY, Mr. Di Sibio also served as the Chair of the Global Financial Services Markets Executive as well as Regional Managing Partner for the Americas Financial Services Organization, where he started EY’s Risk Management and Regulatory Services, which is now a multibillion-dollar global business. Mr. Di Sibio served in various other executive positions after beginning his career as an auditor at EY in 1985. | |

  9. Director Nominees

    | | Martina Hund-Mejean Age: 65 Director Since: October 2010 | | | Prudential Committees: • Audit (Chair) • Executive • Finance Public Directorships: • Colgate-Palmolive Company • GE Vernova Inc. Former Directorships Held During the Past Five Years: • Shell plc (May 2023) | | Ms. Hund-Mejean served as CFO and as a member of the Management Committee at MasterCard Worldwide (a technology company in the global payments industry) from 2007 to 2019. Ms. Hund-Mejean served as SVP and Corporate Treasurer at Tyco International Ltd. from 2003 to 2007; SVP and Treasurer at Lucent Technologies from 2000 to 2002; and held management positions at General Motors Company from 1988 to 2000. Ms. Hund-Mejean began her career as a credit analyst at Dow Chemical in Frankfurt, Germany. | |

  10. Director Nominees

    | | Wendy E. Jones Age: 60 Director Since: January 2021 | | | Prudential Committees: • Compensation and Human Capital • Corporate Governance and Business Ethics • Finance | | Ms. Jones served as SVP, Global Operations at eBay, Inc. (a multi-national e-commerce corporation) from October 2016 to December 2020, and was responsible for eBay’s customer service, risk, trust, payment operations and workplace resources functions around the world. During that time, Ms. Jones also served as Chair of eBay’s Operating Committee, which managed the firm’s intersection of product and business teams and oversaw the development and execution of the company’s annual business road map. Prior to that time, she served in various other leadership positions and focused much of her career on eBay’s global presence, including launching eBay in markets such as Brazil, Russia and Mexico and spearheading eBay’s cross-border trade efforts. Prior to joining eBay, Ms. Jones worked in various leadership roles at State Street Bank, Land Rover NA, and for iSKY, Inc. | |

  11. Director Nominees

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  12. Director Nominees

    | | Maryann T. Mannen Age: 63 Director Nominee | | | Anticipated Prudential Committees: • Compensation and Human Capital • Corporate Governance and Business Ethics Public Directorships: • Marathon Petroleum Corp. • MPLX GP LLC(1) • Owens Corning(2) | | Ms. Mannen has served as President and CEO of Marathon Petroleum Corporation (“Marathon Petroleum”), an integrated, downstream energy company, since 2024 and became Chairman of its Board of Directors in 2026. She previously served as Executive Vice President and CFO of Marathon Petroleum from 2021 to 2024. Ms. Mannen is also Chairman, President and CEO of MPLX GP LLC, a publicly traded large-cap midstream asset holding fund managed and majority owned by Marathon Petroleum. Prior to joining Marathon Petroleum in 2021, Ms. Mannen served as Executive Vice President and CFO of TechnipFMC plc (a technology provider to the energy industry) from 2017 to 2021 and held various senior management positions at its predecessor, FMC Technologies, after beginning her employment there in 1986. | |

  13. Director Nominees

    (1) 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. (2) Ms. Mannen will not stand for re-election to the Board of Directors of Owens Corning at its 2026 Annual Meeting of Shareholders.

  14. Director Nominees

    | | Sandra Pianalto Age: 71 Director Since: July 2015 | | | Prudential Committees: • Corporate Governance and Business Ethics (Chair) • Executive • Investment Public Directorships: • Eaton Corporation plc Former Directorships Held During the Past Five Years: • The J.M. Smucker Company (August 2023) • FirstEnergy Corp. (May 2021) | | Ms. Pianalto served as President and CEO of the Federal Reserve Bank of Cleveland (the Cleveland Fed) from February 2003 until her retirement in May 2014. Ms. Pianalto also served in various executive and supervisory roles at the Cleveland Fed from 1983 to 1988. Prior to joining the Cleveland Fed, Ms. Pianalto was an economist at the Board of Governors of the Federal Reserve System and served on the staff of the Budget Committee of the U.S. House of Representatives. | |

  15. Director Nominees

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  16. Director Nominees

    | | Christine A. Poon Age: 73 Director Since: September 2006 | | | Prudential Committees: • Executive • Finance (Chair) • Investment Public Directorships: • Regeneron Pharmaceuticals, Inc. • Neurocrine Biosciences, Inc. Former Directorships Held During the Past Five Years: • Decibel Therapeutics, Inc. (December 2021) • Koninklijke Philips NV (May 2021) • The Sherwin-Williams Company (April 2025) | | Ms. Poon served as Executive in Residence at The Max M. Fisher College of Business at The Ohio State University (“Fisher College of Business”) from 2015 until her retirement in 2020 and served as Professor of Management and Human Resources at The Fisher College of Business from October 2014 to September 2015. Ms. Poon previously served as Dean and John W. Berry, Sr. Chair in Business at The Fisher College of Business at The Ohio State University from April 2009 until October 2014. She served as Vice Chair and Member of the Board of Directors of Johnson & Johnson from 2005 until her retirement in March 2009. Ms. Poon joined Johnson & Johnson in 2000 as Company Group Chair in the Pharmaceuticals Group. She became a member of Johnson & Johnson’s Executive Committee and Worldwide Chair, Pharmaceuticals Group, in 2001, and served as Worldwide Chair, Medicines and Nutritionals, from 2003 to 2005. Prior to joining Johnson & Johnson, she served in various management positions at Bristol-Myers Squibb for 15 years. | |

  17. Director Nominees

    | | Thomas D. Stoddard Age: 60 Director Since: June 2025 | | | Prudential Committees: • Audit • Investment | | Mr. Stoddard served as Vice Chairman of Global Investment Banking for the Bank of America Corporation (a leading multinational investment bank and financial services holding company) from 2021 to 2025. Prior to this role, he was the interim Group CFO at Athora Ltd. from 2020 to 2021, during which time he also served as Senior Advisor to the insurance practices in North America, Europe, and Asia at McKinsey & Company. From 2014 to 2019, Mr. Stoddard was Group CFO at Aviva plc, and from 2008 to 2014, he was Senior Managing Director and Head of the Global Financial Institutions Group in investment banking at Blackstone. Before joining Blackstone, he co-founded Barrett Ellman Stoddard Capital Partners, where he worked from 2005 to 2008. Earlier in his career, Mr. Stoddard held various investment banking positions at Credit Suisse, UBS, and Lehman Brothers from 1994 to 2008. He began his career after graduating law school as a corporate associate at Cravath, Swaine & Moore. | |

  18. Director Nominees

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  19. Director Nominees

    | | Andrew F. Sullivan Age: 55 Director Since: March 2025 | | | Prudential Committee: • Executive | | Mr. Sullivan has served as Chairman of the Board of Directors of Prudential Financial, Inc. and The Prudential Insurance Company of America (“Prudential”) since March 2026, and has also served as Chief Executive Officer of Prudential since March 31, 2025. Prior to being Chairman and CEO, he served as Executive Vice President and Head of International Businesses and Global Investment Management, during which he oversaw the company’s International Insurance segment, which develops, distributes and services the operations, strategic investments and joint ventures in Asia, Latin America and Africa. He also led PGIM, the firm’s global asset management business, during this time. Previously, Mr. Sullivan served in a variety of leadership positions at Prudential, including head of the firm’s U.S.-based businesses, comprising Group Insurance, Individual Life Insurance, Retirement Strategies, and Prudential Advisors. He also served as head of Prudential’s Workplace Solutions businesses and had responsibility for the Group Insurance underwriting, claims and service organizations. Prior to joining Prudential in 2011, he served in various leadership roles at CareFirst BlueCross BlueShield, Cigna, Diamond Technology Partners and DaimlerChrysler. Mr. Sullivan graduated from the United States Naval Academy in Annapolis, Maryland and began his naval career as a nuclear submarine officer. During his tenure with the Navy, he was awarded the Navy and Marine Corps Achievement Medal for superior leadership and performance on board the USS Nebraska. | |

  20. Director Nominees

    | | Michael A. Todman Age: 68 Director Since: March 2016 Lead Independent Director Since: 2023 | | | Prudential Committees: • Compensation (Chair) • Executive (Chair) • Finance Public Directorships: • Brown-Forman Corporation • Carrier Global Corporation • Mondelēz International, Inc. | | Mr. Todman served as Vice Chairman of the Whirlpool Corporation (Whirlpool), a global manufacturer of home appliances, from November 2014 to December 2015. Mr. Todman previously served as President of Whirlpool International from 2006 to 2007 and 2010 to 2014, as well as President, Whirlpool North America, from 2007 to 2010. Mr. Todman held several senior positions with Whirlpool over his career. | |

  21. Director Nominees

    | | Joseph J. Wolk Age: 59 Director Since: September 2025 | | | Prudential Committees: • Audit • Finance Former Directorships Held During the Past Five Years: • Kenvue (December 2024) | | Mr. Wolk has been the Executive Vice President and CFO of Johnson & Johnson (a multinational pharmaceutical, biotechnology, and medical technologies corporation) since 2018. He is also a member of Johnson & Johnson’s Executive Committee and was the sponsor overseeing all capital markets and operational aspects of the separation of the Company’s Consumer Health business into an independent, publicly traded company, Kenvue. He served on the Kenvue board from 2023 to 2024 while Johnson & Johnson held an equity interest in the company. Previously, Mr. Wolk served in various leadership positions at Johnson & Johnson as well as at AMETEK, Inc. in a variety of accounting roles. | |

  22. Director Nominees

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  23. Director Nominees

    The Company is committed to good corporate governance, which helps us compete more effectively, sustain our success and build long-term shareholder value. The Company is governed by a Board of Directors and committees of the Board that meet throughout the year. Directors discharge their responsibilities at Board and committee meetings through ongoing communication with one another and management. The Board has adopted Corporate Governance Principles and Practices to provide a framework for the effective governance of the Company. The Corporate Governance Principles and Practices are reviewed regularly and updated as appropriate. The full text of the Corporate Governance Principles and Practices, which includes the definition of independence adopted by the Board, the charters of the Corporate Governance and Business Ethics, Compensation and Human Capital and Audit Committees, the Lead Independent Director Charter, the Code of Business Conduct and Ethics for Members of the Board of Directors, Prudential’s Code of Conduct “Making the Right Choices,” and the Related Party Transaction Approval Policy can be found at www.prudential.com/governance. Copies of these documents also may be obtained from the Chief Governance Officer and Corporate Secretary. Governance is a continuing focus at the Company, starting with the Board and extending to management and all employees. Therefore, the Board reviews the Company’s policies and business strategies and advises and counsels the CEO and other executive officers who manage the Company’s businesses, including actively overseeing and reviewing, on at least an annual basis, the Company’s strategic plans. In addition, we solicit feedback from shareholders on corporate governance and executive compensation practices, among other items, and engage in discussions with various groups and individuals on these matters.

  24. Delinquent Section 16(a) Reports

    | Compensation Element | Director Compensation Program | | Annual Cash Retainer | $150,000, which may be deferred, at the director’s option | | Annual Equity Retainer | $180,000 in restricted stock units that vest after one year (or, if earlier, on the date of the next Annual Meeting) | | Board and Committee Fees | None | | Committee Chairs | $40,000 for the Audit Committee | | | $35,000 for the Compensation and Human Capital Committee | | | $25,000 for all other committees(1) | | Lead Independent Director | $60,000 | | Members of the Company’s Corporate Social Responsibility Oversight Committee(2) | $1,250 per meeting (compensation contingent on meeting attendance) | | New Director Equity Award (one-time grant) | $180,000 in restricted stock units that vest after one year | | Stock Ownership Guideline | Ownership of Common Stock or deferred stock units that have a value equivalent to six times the annual cash retainer to be satisfied within six years of joining the Board(3) |

  25. Delinquent Section 16(a) Reports

    (1) Includes other standing committees and any non-standing committee of the Board that may be established from time to time but excludes the Executive Committee. (2) This is a committee comprising members of management and the Board. This committee typically meets following the Board and Board committee meetings. The nonemployee Directors on this committee currently consist of Mr. Casellas and Ms. Pianalto. The Corporate Social Responsibility Oversight Committee met three times in 2025. (3) As of December 31, 2025, each of our nonemployee Directors satisfied this guideline, with the exception of Mr. Di Sibio, who joined the Board in July 2024, Mr. Stoddard, who joined the Board in June 2025, and Mr. Wolk, who joined the Board in September 2025. Messrs. Di Sibio, Stoddard and Wolk have six years from the date they joined the Board to fulfill the stock ownership requirement. For purposes of the stock ownership guideline, once a nonemployee Director satisfies his or her stock ownership level, the Director will be deemed to continue to satisfy the guideline without regard to fluctuation in the value of the Common Stock owned by the Director. We maintain a Deferred Compensation Plan for Nonemployee Directors (the “Plan”). Since 2025, 55% of the annual Board retainer has been awarded in restricted stock units that vest after one year (or if earlier, on the date of the next Annual Meeting). A nonemployee Director can elect to invest any cash or vested equity in accounts under the Plan that replicate investments in either shares of our Common Stock or, in accordance with the Plan’s terms, a notional investment equivalent of any money market fund option offered under the Prudential Employee Savings Plan (“PESP”). As elected by the Director, the Plan provides for distributions to commence upon or following termination of Board service or while a Director remains on the Board. Each Director receives dividend equivalents on the restricted stock units contained in his or her deferral account under the Plan, which are equal in value to the dividends paid on our Common Stock. The dividend equivalents credited to the account are then reinvested in the form of additional stock units. Under our director compensation program, if a nonemployee Director satisfies the stock ownership guideline, the restricted stock units granted as the annual equity retainer are payable upon vesting in cash or shares of our Common Stock (at the director’s option) and may be deferred beyond vesting at the Director’s election. If a Director does not satisfy the stock ownership guideline, the restricted stock units are automatically deferred until termination of Board service.

  26. Compensation of Directors

    Compensation of Directors

  27. 2025 Director Compensation Table

    2025 Director Compensation Table

  28. 2025 Director Compensation Table

    | | Fees Earned or Paid in | | All Other Compensation ($)(2) | Total ($) | | Name | Cash ($) | Stock Awards ($)(1) | | | | Gilbert F. Casellas | $178,750 | $180,000 | $3,500 | $362,250 | | Carmine Di Sibio | $150,000 | $180,000 | | $330,000 | | Martina Hund-Mejean | $190,000 | $180,000 | $5,000 | $375,000 | | Wendy E. Jones | $150,000 | $180,000 | | $330,000 | | Kathleen A. Murphy(3) | $55,220 | $0 | | $55,220 | | Sandra Pianalto | $169,547 | $180,000 | $5,000 | $354,547 | | Christine A. Poon | $175,000 | $180,000 | | $355,000 | | Douglas A. Scovanner(3) | $64,423 | $0 | | $64,423 | | Thomas D. Stoddard(4) | $75,000 | $180,000 | | $255,000 | | Michael A. Todman | $245,000 | $180,000 | | $425,000 | | Joseph J. Wolk(5) | $37,500 | $180,000 | | $217,500 |

  29. 2025 Director Compensation Table

    (1) Represents amounts that are in units of our Common Stock. The amounts reported represent the aggregate grant date fair value of the restricted stock units granted during the fiscal year, as calculated under the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”). Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our Common Stock on the date of grant, which is then recognized, subject to market value changes, over the requisite service period of the award. The aggregate balance in each of the nonemployee Directors’ accounts in the Deferred Compensation Plan denominated in units (which includes all deferrals from prior years and earned units deferred in 2025) and their value as of December 31, 2025 were as follows: Mr. Casellas: 43,978 and $4,964,237 ; Mr. Di Sibio: 3,108 and $350,831; Ms. Hund-Mejean: 42,489 and $4,796,158; Ms. Jones: 11,246 and $1,269,448; Ms. Pianalto: 24,619 and $2,778,993; Ms. Poon: 19,119 and $2,158,153; Mr. Stoddard: 1,713 and $193,363; Mr. Todman: 25,250 and $2,850,220; and Mr. Wolk: 1,755 and $198,104. (2) Amounts represent matching charitable contributions. (3) Ms. Murphy and Mr. Scovanner left the Board on May 13, 2025. (4) Mr. Stoddard received a grant of restricted stock units valued at $180,000 upon joining the Board in June 2025. (5) Mr. Wolk received a grant of restricted stock units valued at $180,000 upon joining the Board in September 2025.

  30. 2025 Director Compensation Table

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  31. 2025 Director Compensation Table

    In this section, we describe the material components of our executive compensation program for our NEOs, whose compensation is set forth in the 2025 Summary Compensation Table and other compensation tables contained in this Proxy Statement. We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation and Human Capital Committee of our Board (the “Committee”) arrived at the specific compensation decisions involving the NEOs for 2025.

  32. Pay Versus Performance

    Pay Versus Performance

  33. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table

  34. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  35. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  36. Compensation Actually Paid vs. Adjusted EPS

    Compensation Actually Paid vs. Adjusted EPS

  37. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information regarding fiscal years 2025, 2024 and 2023 compensation for our NEOs. Effective March 31, 2025, Andrew F. Sullivan became our Chief Executive Officer, succeeding Charles F. Lowrey, who was our Executive Chairman until March 10, 2026, and Jacques P. Chappuis was hired as our Executive Vice President, Head of Global Asset Management. On July 11, 2025, Robert M. Falzon, our former Vice Chairman, retired from Prudential. Caroline Feeney will be leaving the Company in connection with an internal reorganization pursuant to which her position was eliminated. Ms. Feeney was Executive Vice President, Head of Global Retirement and Insurance Businesses until February 2, 2026, and is currently expected to remain employed with the Company until October 31, 2026. Caroline Feeney made significant contributions to Prudential over her 33-year career, including leading the Company’s U.S. Businesses, expanding our retail distribution platform, diversifying our product mix, and strengthening our capital position. Prudential and its customers benefited from Ms. Feeney’s leadership and expertise, which supported growth across the Company, domestic and international insurance and retirement, and enhanced its product offerings worldwide.

  38. 2025 Summary Compensation Table

    | Name & Principal Position | | Salary ($)(3) | Stock Awards ($)(4) | Bonus ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value ($)(7) | All Other Compensation ($)(8) | Total ($) | | Andrew F. Sullivan, | 2025 | 1,089,205 | 4,618,266 | — | 4,664,000 | 569,312 | 467,640 | 11,408,423 | | Chairman and Chief Executive Officer | 2024 | 750,000 | 7,625,495 | — | 2,385,000 | 227,789 | 77,146 | 11,065,430 | | | 2023 | 750,000 | 5,000,127 | — | 2,302,000 | 323,379 | 45,089 | 8,420,595 | | Charles F. Lowrey, | 2025 | 1,098,485 | 12,930,897 | — | 3,524,500 | 950,938 | 126,826 | 18,631,646 | | Senior Advisor, Former Executive Chairman and Former Chief Executive Officer | 2024 | 1,383,333 | 20,889,309 | — | 4,558,000 | 1,247,861 | 89,755 | 28,168,258 | | | 2023 | 1,300,000 | 13,000,041 | — | 4,143,000 | 691,074 | 79,213 | 19,213,328 | | Yanela C. Frias, | 2025 | 683,333 | 2,955,782 | — | 1,855,000 | 471,111 | 47,538 | 6,012,764 | | Executive Vice President and Chief Financial Officer | 2024 | 572,917 | 1,451,922 | — | 1,590,000 | 84,169 | 44,211 | 3,743,219 | | | | | | — | | | | | | Jacques Chappuis,(1) | 2025 | 527,652 | 9,000,155 | 13,400,000 | — | 38,064 | 32,514 | 22,998,385 | | Executive Vice President, Head of Global Asset Management | | | | | | | | | | Caroline A. Feeney, | 2025 | 894,602 | 4,017,999 | — | 3,021,000 | 685,274 | 49,413 | 8,668,288 | | Former Executive Vice President, Head of Global Retirement & Insurance Businesses | 2024 | 720,833 | 5,253,778 | — | 2,306,000 | 176,023 | 107,010 | 8,563,645 | | | 2023 | 700,000 | 3,700,164 | — | 2,148,000 | 401,524 | 32,176 | 6,981,864 | | Scott E. Case,(2) | 2025 | 700,000 | 3,655,031 | — | 1,744,000 | 89,723 | 45,929 | 6,234,683 | | Executive Vice President, Chief Technology and Process Officer | | | | | | | | | | Robert M. Falzon, | 2025 | 766,182 | 11,268,412 | — | 1,823,000 | 1,080,932 | 42,471 | 14,980,997 | | Former Vice Chairman | 2024 | 1,106,667 | 16,694,385 | — | 3,646,000 | 806,560 | 68,346 | 22,321,958 | | | 2023 | 1,040,000 | 10,400,115 | — | 3,315,000 | 1,533,539 | 89,919 | 16,378,573 |

  39. 2025 Summary Compensation Table

    (1) Mr. Chappuis was appointed our EVP, Head of Global Asset Management upon his hire on March 31, 2025 and was not an NEO for fiscal years 2024 and 2023. (2) Mr. Case was appointed our EVP, Head of Global Technology & Operations upon his hire on November 4, 2024 and was not an NEO for fiscal years 2024 and 2023. (3) The amounts reported in the Salary column for 2025 include elective contributions of a portion of their base salary to the SESP by Mr. Sullivan, Mr. Lowrey, Ms. Frias, Mr. Chappuis, Ms. Feeney, Mr. Case and Mr. Falzon in the amounts of $28,818, $30,606, $13,167, $5,939, $20,201, $12,833 and $18,154, respectively.

  40. 2025 Summary Compensation Table

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  41. 2025 Summary Compensation Table

    The amount reported in the Stock Awards column represent the aggregate grant date fair value, as calculated under ASC 718, of performance shares at target, and restricted stock units each year. The maximum number of performance shares payable for each of 2025, 2024 and 2023 is 1.50 times the target amounts. Based on the fair market value (closing price) on the date of grant, the maximum values for the 2025 stock awards granted to Mr. Sullivan, Mr. Lowrey, Ms. Frias, Mr. Chappuis, Ms. Feeney, Mr. Case and Mr. Falzon are $6,350,116, $17,7779,983, $4,400,205, $11,887,664, $5,524,723, $5,025,667 and $15,494,041, respectively. In January 2024, Prudential’s Board of Directors approved a modification to then in-flight performance share awards (2021, 2022 and 2023 grants), which was disclosed in our 2024 and 2025 proxy statements. Our 2025 proxy statement and our annual report on Form 10-K for the year-ended December 31, 2024 describe the expected compensation cost of the modifications. The resulting aggregate incremental accounting cost was $62 million, of which $60 million was recorded in the first quarter of 2024. $19.5 million of this expense is attributable to our five NEOs for 2025 as described in the 2024 Summary Compensation Table in our 2025 proxy statement. (5) The amount reported in the Bonus column represents a one-time $7,800,000 cash signing bonus, subject to recovery if Mr. Chappuis resigns or is terminated for cause within two years of his start date of employment, and a $5,600,000 cash bonus for 2025. (6) The amounts reported in the Non-Equity Incentive Plan Compensation column represent the annual incentives paid following each performance year. (7) The amounts reported in the Change in Pension Value column represent the change in the actuarial present value of each NEO’s accumulated benefit under the Merged Retirement Plan, the Supplemental Retirement Plan, and the SERPs, as applicable, determined using interest rate and mortality rate assumptions consistent with those used for our consolidated financial statements. All of the NEOs accrue pension benefits under the Cash Balance Formula (described in the “Pension Benefits” section of this Proxy Statement). For 2025, the amounts reported in this column include payments from the Merged Retirement Plan for Mr. Falzon of $3,594,533 and from the Supplemental Retirement Plan for Mr. Sullivan, Mr. Lowrey, Ms. Frias, Mr. Chappuis, Ms. Feeney, Mr. Case, and Mr. Falzon of $5,191, $754,434, $2,292, $0, $5,656, $0, and $384,586, respectively. (8) The amounts reported in the All Other Compensation column for 2025 are itemized below:

  42. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of the NEOs, information concerning awards under our Annual Incentive Program (“AIA”) for performance year 2025 and equity awards (“PS” for Performance Shares and “RS” for Restricted Stock Units) made during 2025 for 2024 performance under our Long-Term Incentive Program.

  43. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards ($)(2) | | All Other Stock Awards: Number of Shares of Stocks or Units(3) (#) | Grant Date Fair Value ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) | | Named Executive Officer | | Grant Date | Target (#) | Maximum (#) | Target (#) | Maximum (#) | | | | | Andrew F. Sullivan | AIA | N/A | 4,400,000 | 6,600,000 | N/A | N/A | | N/A | N/A | | | PS | 02/10/2025 | N/A | N/A | 33,456 | 50,184 | | 103.53 | 3,463,700 | | | RS | 02/10/2025 | N/A | N/A | | | 11,152 | 103.53 | 1,154,567 | | Charles F. Lowrey | AIA | N/A | 3,325,000 | 4,987,500 | N/A | N/A | | N/A | N/A | | | PS | 02/10/2025 | N/A | N/A | 93,675 | 140,513 | | 103.53 | 9,698,173 | | | RS | 02/10/2025 | N/A | N/A | | | 31,225 | 103.53 | 3,232,724 | | Yanela C. Frias | AIA | N/A | 1,750,000 | 2,625,000 | N/A | N/A | | N/A | N/A | | | PS | 02/10/2025 | N/A | N/A | 21,412 | 32,118 | | 103.53 | 2,216,784 | | | RS | 02/10/2025 | N/A | N/A | | | 7,138 | 103.53 | 738,997 | | Jacques P. Chappuis | AIA | N/A | N/A | N/A | N/A | N/A | | N/A | N/A | | | PS | 04/24/2025 | N/A | N/A | 55,513 | 83,270 | | 104.03 | 5,775,017 | | | RS | 04/24/2025 | N/A | N/A | | | 31,002 | 104.03 | 3,225,138 | | Caroline A. Feeney | AIA | N/A | 2,850,000 | 4,275,000 | N/A | N/A | | N/A | N/A | | | PS | 02/10/2025 | N/A | N/A | 29,107 | 43,661 | | 103.53 | 3,013,448 | | | RS | 02/10/2025 | N/A | N/A | | | 9,703 | 103.53 | 1,004,552 | | Scott E. Case | AIA | N/A | 3,655,000 | 5,482,500 | N/A | N/A | | N/A | N/A | | | PS | 02/10/2025 | N/A | N/A | 24,456 | 36,684 | | 112.09 | 2,741,273 | | | RS | 02/10/2025 | N/A | N/A | | | 8,152 | 112.09 | 913,758 | | Robert M. Falzon | AIA | N/A | 1,720,000 | 2,580,000 | N/A | N/A | | N/A | N/A | | | PS | 02/10/2025 | N/A | N/A | 81,631 | 122,447 | | 103.53 | 8,451,257 | | | RS | 02/10/2025 | N/A | N/A | | | 27,211 | 103.53 | 2,817,155 |

  44. Grants of Plan-Based Awards

    (1) The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns represent the potential amounts for annual incentives for the 2025 performance year. Actual amounts earned by the NEOs are reflected in the Summary Compensation Table. The value displayed for Mr. Lowrey’s target annual incentive award reflects a blend based on his time as Chairman and CEO and Executive Chairman. (2) The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards columns, for rows labeled “PS,” represent performance shares awarded to NEOs under the Omnibus Plan in 2025. For Mr. Chappuis, the 55,513 shares represents the portion of his “New Hire Award” subject to the same performance metrics as the other NEOs for the 2025-2027 performance cycle. (3) The amounts reported in the All Other Stock Awards: Number of Shares of Stock or Units column represent restricted stock units awarded to the NEOs under the Omnibus Plan in 2025. RSUs vest in three equal annual installments. For Mr. Chappuis, the 31,002 shares represents the portion of his “New Hire Award” that will vest over three years, with one-third of the total shares subject to vest in equal annual installments. (4) For rows labeled “RS” or “PS,” the amounts in the Grant Date Fair Value of Stock and Option Awards column have been calculated by multiplying the closing price on the date of grant by the number of restricted stock units or target number of performance shares. Also incorporated is a discount rate of 7.6% for awards made to retirement-eligible NEOs to reflect the impact of post-vesting transfer restrictions.

  45. Grants of Plan-Based Awards

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  46. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information on the NEOs’ outstanding equity awards as of December 31, 2025. The equity awards reported in the Option Awards columns consist of non-qualified stock options. The equity awards reported in the Stock Awards columns consist of performance share awards and restricted stock units. Grants of performance shares were made for three-year performance cycles with the 2023 grant as the 2023-2025 performance cycle, the 2024 grant as the 2024-2026 performance cycle and the 2025 grant as the 2025-2027 performance cycle.

  47. Outstanding Equity Awards

    | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($)(2) | | Andrew F. Sullivan | 2/10/2025 | | | | 11,152 | 1,258,838 | 50,184 | 5,664,770 | | | 2/13/2024 | | | | 7,919 | 893,897 | 53,450 | 6,033,436 | | | 2/14/2023 | | | | 4,035 | 455,471 | 54,470 | 6,148,574 | | | 2/13/2018 | 3,251 | 106.89 | 02/13/2028 | | | | | | | 10/2/2017 | 1,128 | 107.28 | 10/02/2027 | | | | | | | 2/14/2017 | 2,577 | 110.45 | 02/14/2027 | | | | | | Charles F. Lowrey | 2/10/2025 | | | | 31,225 | 3,524,678 | 140,513 | 15,861,108 | | | 2/13/2024 | | | | 22,172 | 2,502,776 | 149,658 | 16,893,396 | | | 2/14/2023 | | | | 10,491 | 1,184,225 | 141,620 | 15,986,066 | | | 2/13/2018 | 30,885 | 106.89 | 02/13/2028 | | | | | | | 2/14/2017 | 36,806 | 110.45 | 02/14/2027 | | | | | | Yanela C. Frias | 2/10/2025 | | | | 7,138 | 805,738 | 32,118 | 3,625,480 | | | 2/13/2024 | | | | 1,901 | 214,585 | 9,978 | 1,126,317 | | | 2/14/2023 | | | | 678 | 76,533 | 7,118 | 803,480 | | | 2/11/2020 | 3,942 | 95.87 | 02/11/2030 | | | | | | Jacques P. Chappuis | 4/24/2025 | | | | 31,002 | 3,499,506 | 83,270 | 9,399,518 | | Caroline A. Feeney | 2/10/2025 | | | | 9,703 | 1,095,275 | 43,661 | 4,928,454 | | | 2/13/2024 | | | | 6,890 | 777,744 | 46,502 | 5,249,146 | | | 2/14/2023 | | | | 2,986 | 337,060 | 40,308 | 4,549,968 | | | 1/12/2021 | | | | 60,761 | 6,858,702 | | | | Scott E. Case | 2/10/2025 | | | | 8,152 | 920,198 | 36,684 | 4,140,890 | | Robert M. Falzon | 2/10/2025 | | | | 27,211 | 3,071,578 | 122,447 | 13,821,818 | | | 2/13/2024 | | | | 17,738 | 2,002,266 | 119,727 | 13,514,784 | | | 2/14/2023 | | | | 8,393 | 947,402 | 113,297 | 12,788,966 |

  48. Outstanding Equity Awards

    (1) These Stock Awards are outstanding restricted stock units that vest at the rate of one-third per year at the end of February following each of the first three anniversaries of the date of grant. The dollar values reported represent the estimated value of the outstanding units based on the latest year-end share price. (2) The Equity Incentive Plan Awards columns reflect the number of outstanding performance shares that would be received by each NEO at the maximum payout level for the 2025, 2024 and 2023 grants, with the dollar values reflecting the latest year-end share price. Performance shares are subject to a three-year performance period with payout determined at the end of the period based on measures of Company performance. As discussed in the CD&A, the Committee approved a final earn-out factor of 0.883 for the awards granted on February 14, 2023.

  49. Outstanding Equity Awards

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  50. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on the value realized by each of the NEOs as a result of the exercise of stock options and the vesting of stock awards from January 1, 2025 through December 31, 2025.

  51. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Andrew F. Sullivan | — | — | 33,185 | 3,752,868 | | Charles F. Lowrey | — | — | 93,137 | 10,530,514 | | Yanela C. Frias | — | — | 5,497 | 622,796 | | Jacques P. Chappuis | — | — | — | — | | Caroline A. Feeney | 6,662 | 774,752 | 21,353 | 2,419,512 | | Scott E. Case | — | — | — | — | | Robert M. Falzon | — | — | 74,509 | 8,424,342 |

  52. Option Exercises and Stock Vested

    (1) The amounts in the Stock Awards — Number of Shares Acquired on Vesting column represent the payout of shares of our Common Stock for the vesting of the 2022 performance shares grants, the first tranche of the 2024 restricted stock unit grants, the second tranche of the 2023 restricted stock unit grants, and the third tranche of the 2022 restricted stock unit grants. (2) The amounts in the Stock Awards — Value Realized on Vesting column represent the sum of the number of performance shares released multiplied by the closing market price of our Common Stock on February 10, 2025, $112.09, and the number of restricted stock units released multiplied by the closing market price of our Common Stock on February 28, 2025, $115.10.

  53. Option Exercises and Stock Vested

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  54. Pension Benefits

    Pension Benefits The following table provides information on the defined benefit retirement plans in which the NEOs participate, including the present value of accumulated benefits as of December 31, 2025, except as noted below, payable for each of the NEOs under each of these plans determined using interest rate and mortality rate assumptions consistent with those used in our consolidated financial statements; namely, the PRI-2012 generational mortality table with white-collar adjustments and an adjustment to reflect recent Prudential-specific experience and an interest discount rate of 5.55%. Cash Balance Formula accounts are assumed to grow with interest based on an assumed 30-year Treasury Rate, but not less than 4.25%, and PSI Cash Balance Formula accounts are assumed to grow with interest at 5.00% until the commencement of pension benefits. No additional earnings or service after December 31, 2025 is included in the calculation of the accumulated benefits.

  55. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Andrew F. Sullivan | Merged Retirement Plan — Cash Balance Formula | 14 | 673,467 | — | | | Supplemental Retirement Plan — Cash Balance Formula | 14 | 1,600,794 | 5,191(2) | | Charles F. Lowrey | Merged Retirement Plan — Cash Balance Formula | 24 | 3,187,256 | — | | | Supplemental Retirement Plan — Cash Balance Formula | 24 | 765,218 | 754,434(2) | | Yanela C. Frias | Merged Retirement Plan — Cash Balance Formula | 28 | 1,192,027 | — | | | Supplemental Retirement Plan — Cash Balance Formula | 28 | 778,048 | 2,292(2) | | Jacques P. Chappuis | Merged Retirement Plan — Cash Balance Formula | 0 | 25,276 | — | | | Supplemental Retirement Plan — Cash Balance Formula | 0 | 12,788 | — | | Caroline A. Feeney | Merged Retirement Plan — Cash Balance Formula | 32 | 1,483,585 | — | | | Supplemental Retirement Plan — Cash Balance Formula | 32 | 1,468,447 | 5,656(2) | | Scott E. Case | Merged Retirement Plan — Cash Balance Formula | 1 | 33,485 | — | | | Supplemental Retirement Plan — Cash Balance Formula | 1 | 56,239 | — | | Robert M. Falzon | Merged Retirement Plan — Cash Balance Formula | 42 | — | 3,475,005(3) | | | Merged Retirement Plan — PSI Cash Balance Formula | n/a(1) | — | 119,528(3) | | | Supplemental Retirement Plan — Cash Balance Formula | 42 | 5,248,659 | 384,586(2) |

  56. Pension Benefits

    (1) Mr. Falzon transferred to Prudential from Prudential Securities Incorporated in 1998 and began accruing pension benefits under the Traditional Pension Formula and, subsequently, the Cash Balance Formula upon his election of this formula in 2001. In accordance with the Merged Retirement Plan Cash Balance Formula, credited service includes service with the Company’s subsidiaries, in particular Prudential Securities Incorporated. As a result of his transfer, ongoing service is not a consideration in determining Mr. Falzon’s benefit under the PSI Cash Balance Formula. (2) For Mr. Sullivan, Ms. Frias, and Ms. Feeney, this payment was a distribution from the Supplemental Retirement Plan Cash Balance Formula to pay for accrued FICA taxes due in 2025 on this benefit, and federal, state, and local taxes on the distributed amount. The entire payment was withheld to pay these taxes. For Mr. Lowrey, this amount represents the Supplemental Retirement Plan benefits accrued in 2024 that were paid in early 2025, in accordance with the terms of the plan. For Mr. Falzon, this amount represents the benefits paid in 2025 under the Supplemental Retirement Plan in the form of a 50% Joint and Survivor Annuity, which he was required to commence on the first day of the month on or following his 65th birthday in 2024. (3) Mr. Falzon retired from Prudential on July 11, 2025, and commenced his pension benefit under the Merged Retirement Plan in the form of a one-time lump sum payment on September 1, 2025. There are no further benefits due to him from this plan.

  57. Pension Benefits

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  58. Traditional Pension Formula

    Traditional Pension Formula Under the Traditional Pension Formula, employees are fully vested in their accrued benefits. These benefits (which are subject to Internal Revenue Code limits) are determined using the following formula, which is based on Average Eligible Earnings (as defined) and years of Credited Service (as defined): For a separation from service in 2025, Average Eligible Earnings are determined by taking the average of earnings (base salary plus annual incentive payment) over the period beginning January 1, 2017, and ending on the date of separation after dropping the lowest two years of earnings in that period. Under the Traditional Pension Formula, the starting point for the averaging period is moved forward two years on January 1 of every even calendar year. “Covered Compensation” for a year is the average of the Social Security wage bases for the 35 years ending in the year the participant will reach Social Security normal retirement age. Benefits are payable as early as age 55 (with a reduction in benefits) as a single life annuity if not married or an actuarially equivalent 50% joint and survivor annuity if married. Generally, a participant’s benefit will be determined as the greater of: • the benefit as determined above calculated at the time of separation from service; • the benefit as determined above calculated as of January 1, 2002, plus all or a portion of the Supplemental Retirement Plan benefit calculated as of January 1, 2002; • if the Supplemental Retirement Plan benefit is to be paid in the form of an annuity, the benefit as determined above calculated as of January 1, 2012 (including any adjustment in the benefit on January 1, 2002 as described in the previous bullet), plus all or a portion of the Supplemental Retirement Plan benefit calculated as of January 1, 2012; and • if the Supplemental Retirement Plan benefit is to be paid in the form of an annuity, the benefit as determined above calculated as of January 1, 2023 (including any adjustment in the benefit on January 1, 2002 and January 1, 2012 as described in the previous bullets), plus all or a portion of the Supplemental Retirement Plan benefit calculated as of January 1, 2023. Additional benefits are provided to participants who are eligible to retire upon separation from service. A participant is eligible to retire if he or she separates from service either: (a) after attainment of age 55 (with 10 years of vesting service) or age 65 or (b) due to an involuntary termination (other than for cause or exhausting short-term disability benefits) after attainment of age 50 (with 20 years of continuous service). If a participant is eligible to retire, he or she is eligible for survivor benefits (with no actuarial reduction), a lesser (or no) reduction in benefit for benefit commencement before age 65, and an additional benefit paid to age 65. There are currently no NEOs that have their benefit calculated under the Traditional Pension Formula.

  59. Cash Balance Formula

    Cash Balance Formula The Cash Balance Formula was added to the Merged Retirement Plan in 2001 for employees hired on or after January 1, 2001, except employees of Prudential Securities Incorporated. At that time, we offered a one-time conversion election for the current Merged Retirement Plan participants with benefits under the Traditional Pension Formula to opt to have their individual retirement benefits determined under the Cash Balance Formula. Participants who made this election to use the Cash Balance Formula are fully vested in their Cash Balance Formula benefit. Otherwise, participants are generally vested in their Cash Balance Formula benefit after three years of service. Cash Balance Formula benefits (which are subject to Internal Revenue Code limits) are computed using a cash balance methodology that provides for credits to be made to a hypothetical account that is allocated basic credits equal to 2% to 14% (depending on age and service) of base salary and annual incentive payments. Interest credits are made to the hypothetical account each month using an interest rate set each year based on the average yield on 30-year U.S. Treasury securities (constant maturities) for October of the prior year, with a minimum rate of 4.25%. The rate in effect for 2025 was 4.87%.

  60. Cash Balance Formula

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  61. Cash Balance Formula

    Active participants on June 30, 2003 received an additional credit equal to his or her Supplemental Retirement Plan Cash Balance Formula benefit determined as of January 1, 2002, if any. Active participants on June 30, 2012 received an additional credit of no more than his or her Supplemental Retirement Plan Cash Balance Formula benefit determined as of April 1, 2012, if any. Active participants on October 1, 2023 received an additional credit of no more than his or her Supplemental Retirement Plan Cash Balance Formula benefit determined as of June 30, 2023, if any. Benefits are payable at any time after separation of service as a lump sum amount (based on the account balance) or an actuarially equivalent single life annuity; 50%, 75%, or 100% joint and survivor annuity; or 50% contingent annuity. Employees who made the one-time conversion election to use the Cash Balance Formula (specifically, Mses. Frias and Feeney) have a frozen “Grandfathered Benefit” determined as the accrued benefit under the Traditional Pension Formula as of January 1, 2002. The value of the Grandfathered Benefit, and early retirement subsidies on this benefit, if applicable, are included in determining the payable benefit. As reported in the Pension Benefits Table, cash balance accounts are assumed to grow with interest until, and benefits will commence on the participant’s Normal Retirement Date. Benefits are assumed to commence with 90% of participants electing a lump sum and 10% electing a 50% joint and survivor annuity.

  62. PSI Cash Balance Formula

    PSI Cash Balance Formula The PSI Cash Balance Formula applies only to employees who previously worked for Prudential Securities Incorporated. At this time, all participants are fully vested in their PSI Cash Balance Formula benefit. Mr. Falzon is the only NEO with a benefit under this formula. PSI Cash Balance Formula benefits (which are subject to Internal Revenue Code limits) are computed using a cash balance methodology that provides for credits to be made to a hypothetical account. Prior to January 1, 2004, the hypothetical accounts were allocated basic credits equal to 1.7% to 7% (depending on age and service) of eligible earnings. Since then, interest credits only have been made to the hypothetical account each month using an interest rate set each year, with a minimum rate of 5%. The rate in effect for 2025 was 5%. Benefits are payable at any time after separation of service as a lump sum amount (based on the account balance) or an actuarially equivalent single-life annuity; 50%, 75%, or 100% joint and survivor annuity; 50% or 100% contingent annuity; or single-life annuity with five or 10 years guaranteed. As reported in the Pension Benefits Table, PSI Cash Balance accounts are assumed to grow with interest until, and benefits will commence, on the participant’s Normal Retirement Date. Benefits are assumed to commence with 90% of participants electing a lump sum and 10% electing a 50% joint and survivor annuity.

  63. The Supplemental Retirement Plan and SERPs

    The Supplemental Retirement Plan and SERPs The Supplemental Retirement Plan is a nonqualified retirement plan designed to complement the Merged Retirement Plan by providing benefits to all participants of the Merged Retirement Plan, including the NEOs, who are prohibited from receiving additional benefits under the Merged Retirement Plan because of Internal Revenue Code limits. Benefits under the Supplemental Retirement Plan are generally payable at the earlier of six months after separation from service and age 65. Under a special rule applicable to the Supplemental Retirement Plan, benefits are required to begin to be paid to a home office participant following attainment of age 65, regardless of whether he or she has separated from service. The Prudential Insurance Supplemental Executive Retirement Plan and the PFI Supplemental Executive Retirement Plan (collectively, the “Prudential SERPs”) provide “Early Retirement Benefits” to certain eligible executives, including the NEOs, subject to the approval of our Board and the Committee. Early Retirement Benefits are designed to recognize the service and contributions of eligible executives who are involuntarily terminated by exempting them from the reduction factor for early retirement between the ages of 55 and 65, a reduction of up to 50%, which would otherwise be applicable under the Traditional Pension Formula and the Grandfathered Benefit under the Cash Balance Formula of the Merged Retirement Plan and the Supplemental Retirement Plan. Benefits under the Prudential SERPs are generally payable at the earlier of six months after separation from service and age 65. No NEO is currently eligible for benefits under the Early Retirement Benefits provision. Upon an involuntary termination of employment, Ms. Feeney may be eligible for benefits under the Early Retirement Benefits provision. In 2008, Ms. Frias, Ms. Feeney, and Mr. Falzon were permitted to make an irrevocable election regarding the form of payment for their pension benefits. Ms. Feeney and Mr. Falzon elected to receive their Supplemental Retirement Plan benefits in the form of an annuity. Ms. Frias elected to receive her Supplemental Retirement Plan benefits in the form of a lump sum. Notwithstanding the foregoing, benefits reported in the Pension Benefits Table are assumed to commence in the form of payment elected for this benefit, either an annuity or a lump sum, and at the same time as under the Merged Retirement Plan benefit to be consistent with assumptions used in the Company’s financial statements.

  64. The Supplemental Retirement Plan and SERPs

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  65. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information on the NEOs’ participation in the Prudential Supplemental Employee Savings Plan (the “SESP”)(4) and the Deferred Compensation Plan:

  66. Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Andrew F. Sullivan | SESP | 28,818 | 28,818 | — | 328,827 | | | Deferred Compensation | 119,250 | — | 7,116 | 1,139,304 | | Charles F. Lowrey | SESP | 30,606 | 30,606 | — | 1,292,567 | | | Deferred Compensation | — | — | 661,841 | 17,814,207 | | Yanela C. Frias | SESP | 13,167 | 13,167 | — | 115,906 | | | Deferred Compensation | 318,000 | — | 258,817 | 2,596,532 | | Jacques P. Chappuis | SESP | 5,939 | 5,939 | — | 11,938 | | | Deferred Compensation | — | — | — | — | | Caroline A. Feeney | SESP | 20,201 | 20,201 | — | 164,835 | | | Deferred Compensation | — | — | 582,642 | 4,573,031 | | Scott E. Case | SESP | 12,833 | 12,833 | — | 25,914 | | | Deferred Compensation | — | — | — | — | | Robert M. Falzon | SESP | 18,514 | 18,514 | — | 777,361 | | | Deferred Compensation | 364,600 | — | 1,698,122 | 12,698,258 |

  67. Nonqualified Deferred Compensation

    (1) The amounts reported in the Executive Contributions in Last Fiscal Year column represent elective contributions of a portion of their base salary to the SESP and elective contributions to the Deferred Compensation Plan from the annual incentive award (which amounts are included in the Salary and Non-Equity Incentive Plan Columns of the Summary Compensation Table, respectively). (2) The amounts reported in the Registrant Contributions in Last Fiscal Year column represent the Company’s contributions to each NEO’s SESP account (which amounts are also included in the All Other Compensation column of the Summary Compensation Table). (3) The amounts reported in the Aggregate Balance at Last Fiscal Year End column represent balances from the SESP and Deferred Compensation Plan and include various amounts previously reported in the Summary Compensation Table as Salary, Non-Equity Incentive Plan Compensation or All Other Compensation. (4) Effective January 1, 2026, the name of this plan was changed to the “Prudential Supplemental Savings Plan.”

  68. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table presents, for each of the NEOs, the estimated payments and benefits that would have been payable as of the end of 2025 in the event of a termination of employment (voluntary or involuntary without cause) or a separation for another reason (change in control, disability, or death). Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s employment had been terminated as of the last business day of 2025. Retirement eligibility differs according to the employment separation event. The following table assumes that benefits are paid in an annuity form and commence on January 1, 2026 unless stated otherwise. The table also assumes Board approval of various payments as applicable, for all NEOs, and displays hypothetical amounts based on the disclosure of compensation information about the NEOs. Actual payments and benefits will depend on the circumstances and timing of any termination of employment or other triggering event. The following items are excluded from the table below: • The benefits the NEOs would be entitled to receive under the SESP and the Deferred Compensation Plan (these benefits are disclosed in the Nonqualified Deferred Compensation table contained in this Proxy Statement). • Additional payments to the NEOs under the PESP, The Prudential Welfare Benefits Plan and The Prudential Retiree Welfare Benefits Plan (plans providing, among other things, life insurance, disability insurance, medical coverage and/or dental coverage), which do not discriminate in scope, terms, or operation in favor of the NEOs and are generally available to all salaried employees. • The effects of an involuntary termination of employment for cause, which will result in a forfeiture of all outstanding vested and unvested performance shares, restricted stock units, and stock options. The NEOs will receive no additional payments in the event of a termination of employment for cause.

  69. Potential Payments upon Termination or Change in Control

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  70. Election of Directors

    Election of Directors At the meeting, each nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. If an incumbent nominee is not elected by the requisite vote, he or she must tender his or her resignation, and the Board, through a process managed by the Corporate Governance and Business Ethics Committee, will decide whether to accept the resignation.

  71. Election of Directors

    | NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND 2026 PROXY STATEMENT | 69 |