
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934FOR THE FISCAL YEAR ENDED December 31, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934FOR THE TRANSITION PERIOD FROMTOCOMMISSION FILE NUMBER 001-16707____________________________________________ Prudential Financial, Inc. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files). YesNoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filer Non-accelerated filer Smaller reporting company Emerging growth companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of June 30, 2024, the aggregate market value of the registrant’s Common Stock (par value $0.01) held bynon-affiliates of the registrant was $41.91 billion and 358 million shares of the Common Stock were outstanding. Asof January 31, 2025, 354 million shares of the registrant’s Common Stock (par value $0.01) were outstanding. DOCUMENTS INCORPORATED BY REFERENCEPart III of this Form 10-K incorporates by reference certain information from the Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 13, 2025, to be filed by the Registrant with theSecurities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year endedDecember 31, 2024. Table of Contents TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors34Item 1B.Unresolved Staff Comments47Item 1C.Cybersecurity47Item 2.Properties48Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities50Item 6.[Reserved]50Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item 7A.Quantitative and Qualitative Disclosures About Market Risk132Item 8.Financial Statements and Supplementary Data138Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure308Item 9A.Controls and Procedures308Item 9B.Other Information308Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections308PART IIIItem 10.Directors, Executive Officers and Corporate Governance308Item 11.Executive Compensation308Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters309Item 13.Certain Relationships and Related Transactions, and Director Independence309Item 14.Principal Accountant Fees and Services309PART IVItem 15.Exhibits, Financial Statement Schedules310Item 16.Form 10-K Summary322GLOSSARY323EXHIBIT INDEX327