Prudential Financial 10-K 2025-12-31
Filed 2026-02-12. 24 sections, 1640K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED December 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 001-16707
Prudential Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)
| New Jersey | 22-3703799 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
751 Broad Street
Newark, NJ 07102
(973) 802-6000
(Address and Telephone Number of Registrant’s Principal Executive Offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class | Trading Symbols(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, Par Value $.01 | PRU | New York Stock Exchange | ||||||
| 5.950% Junior Subordinated Notes | PRH | New York Stock Exchange | ||||||
| 5.625% Junior Subordinated Notes | PRS | New York Stock Exchange | ||||||
| 4.125% Junior Subordinated Notes | PFH | New York Stock Exchange |
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 Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate 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). Yes ☒ No ☐
Indicate 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 filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
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 recovery period 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). Yes ☐ No ☒
As of June 30, 2025, the aggregate market value of the registrant’s Common Stock (par value $0.01) held by non-affiliates of the registrant was $37.81 billion and 352 million shares of the Common Stock were outstanding. As of January 31, 2026, 348 million shares of the registrant’s Common Stock (par value $0.01) were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part 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 12, 2026, to be filed by the Registrant with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31, 2025.
TABLE OF CONTENTS
Forward-Looking Statements
Certain of the statements included in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Prudential Financial, Inc. and its subsidiaries. There can be no assurance that future developments affecting Prudential Financial, Inc. and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) losses on investments or financial contracts due to deterioration in credit quality or value, or counterparty default; (2) losses on insurance products due to mortality experience, morbidity experience or policyholder behavior experience that differs significantly from our expectations when we price our products; (3) changes in interest rates, equity prices and foreign currency exchange rates that may (a) adversely impact the profitability of our products, the value of separate accounts supporting these products or the value of assets we manage, (b) result in losses on derivatives we use to hedge risk or increase collateral posting requirements and (c) limit opportunities to invest at appropriate returns; (4) guarantees within certain of our products which are market sensitive and may decrease our earnings or increase the volatility of our results of operations or financial position; (5) liquidity needs resulting from (a) derivative collateral market exposure, (b) asset/liability mismatches, (c) the lack of available funding in the financial markets or (d) unexpected cash demands due to severe mortality calamity or lapse events; (6) financial or customer losses, or regulatory and legal actions, due to inadequate or failed processes or systems, external events, and human error or misconduct such as (a) disruption of our systems and data, (b) an information security breach, (c) a failure to protect the privacy of sensitive data, (d) reliance on third parties or (e) labor and employment matters; (7) changes in the regulatory landscape, including related to (a) financial sector regulatory reform, (b) changes in tax laws, (c) fiduciary rules and other standards of care, (d) U.S. state insurance laws and developments regarding group-wide supervision, capital and reserves, (e) insurer capital standards outside the U.S. and (f) privacy and cybersecurity regulation; (8) technological changes which may adversely impact companies in our investment portfolio or cause insurance experience to deviate from our assumptions; (9) an inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; (10) ratings downgrades; (11) market conditions that may adversely affect the sales or persistency of our products; (12) competition; (13) reputational damage; (14) the costs, effects, timing, or success of our plans to execute our strategy; (15) the economic conditions, and impacts on the Company thereof, caused by the imposition of tariffs and retaliatory actions; and (16) uncertainty regarding the outcome and consequences of the investigation into and remediation of employee misconduct in Japan (see “Management’s Discussion and Analysis—Results of Operations by Segment—International Businesses” for more information). Prudential Financial, Inc. does not undertake to update any particular forward-looking statement included in this document. See “Risk Factors” included in this Annual Report on Form 10-K for discussion of certain risks relating to our businesses and investment in our securities.
Throughout this Annual Report on Form 10-K, “Prudential Financial” and the “Registrant” refer to Prudential Financial, Inc., the ultimate holding company for all of our companies. “PICA” refers to The Prudential Insurance Company of America. “Prudential,” the “Company,” “we” and “our” refer to our consolidated operations.
PART I
Item 1. BUSINESS
Table of Contents
Overview
Prudential Financial, Inc. (“Prudential Financial” or “PFI”), a global financial services leader and premier active global investment manager with approximately $1.609 trillion of assets under management as of December 31, 2025, has operations in the United States, Asia, Europe and Latin America. Through our subsidiaries and affiliates we offer a wide array of financial products and services, including life insurance, annuities, retirement-related products and services, mutual funds and investment management. We offer these products and services to individual and institutional customers through proprietary and third-party distribution networks. Our principal executive offices are located in Newark, New Jersey, and Prudential Financial’s Common Stock is publicly traded on the New York Stock Exchange under the ticker symbol “PRU.”
On December 18, 2001, The Prudential Insurance Company of America (“PICA”) converted from a mutual life insurance company owned by its policyholders to a stock life insurance company and became a wholly-owned subsidiary of Prudential Financial. The demutualization was carried out under PICA’s Plan of Reorganization, which required us to establish and operate a regulatory mechanism known as the “Closed Block.” The Closed Block includes certain in-force participating insurance and annuity products and corresponding assets that are used for the payment of benefits and policyholders’ dividends on these products, as well as certain related assets and liabilities.
Our principal operations consist of PGIM (our global investment management business), our U.S. Businesses (consisting of our Retirement Strategies, Group Insurance and Individual Life businesses), our International Businesses, the Closed Block division and our Corporate and Other operations. The Closed Block division is accounted for as a divested business that is reported separately from the Divested and Run-off Businesses that are included in Corporate and Other. Divested and Run-off Businesses are composed of businesses that have been, or will be, sold or exited, including businesses that have been placed in wind-down status that do not qualify for “discontinued operations” accounting treatment under generally accepted accounting principles in the United States of America (“U.S. GAAP”). Our Corporate and Other operations include corporate items and initiatives that are not allocated to business segments as well as the Divested and Run-off Businesses described above. See Note 23 to the Consolidated Financial Statements for revenues, income and loss, and total assets by segment.
In September 2023, we, together with Warburg Pincus and a group of institutional investors, launched Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company. Through our Corporate and Other operations, we own an approximate 20% equity interest in Prismic Life Holding Company LP (“Prismic”), the Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Re and Prismic Life Reinsurance International, Ltd. (“Prismic Re International”). We expect the increased reinsurance capacity that this partnership provides to support our vision of expanding access to investing, insurance, and retirement security for people around the world. See Note 15 to the Consolidated Financial Statements for additional information regarding our transactions with Prismic Re and Prismic Re International.
Our strategy centers on capturing powerful tailwinds, including those at the convergence of global retirement and asset management, to be a global leader in expanding access to investing, insurance, and retirement security. Our business system includes a mix of high-quality protection, retirement and investment management businesses which creates growth potential by capitalizing on long-term, durable trends to provide customers with integrated cross-business solutions, as well as generate capital benefits from a balanced risk profile. We believe that we are well-positioned to meet the needs of customers and tap into significant market opportunities through PGIM, our U.S. Businesses and our International Businesses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.
PGIM
PGIM provides a comprehensive array of investment management solutions to institutional investors, retail clients, and our affiliated insurance and retirement businesses.
Investment Asset Classes
| Public Fixed Income | Global active asset management capabilities across public fixed income markets that offer liquidity and risk management for investors. | ||||
| Private Credit and Other Alternatives | Alternatives and private credit solutions across the risk spectrum, including investment grade, high yield, direct lending, mezzanine financing, and secondary transactions in the small and mid-cap markets. | ||||
| Public Equity | Active fundamental public equity asset management capabilities across an array of growth, value, global and specialty equity strategies. | ||||
| Real Estate | A broad range of public and private real estate debt and equity strategies as well as private equity investments. | ||||
| Multi-Asset | Primarily public and private multi-asset class liability-driven investment solutions to institutional clients, including funds or products that invest in more than one asset class, balancing equity and fixed income funds, and target date funds. A range of systematic, customized solutions across equity, multi-asset, and liquid alternative platforms are also offered. |
Marketing and Distribution
We distribute products and provide investment management capabilities th
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Item 1A. RISK FACTORS
You should carefully consider the following risks. Some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events, or contingencies have occurred in the past but are provided because future occurrences of such factors, events, or contingencies could have a material adverse impact on our results of operations and financial condition. Additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Annual Report on Form 10-K. Many of these risks are interrelated and could occur under similar business and economic conditions, and the occurrence of certain of them may in turn cause the emergence or exacerbate the effect of others. Such a combination could materially increase the severity of the impact of these risks on our businesses, results of operations, financial condition and liquidity.
Overview
The Company uses an integrated risk management framework to manage and oversee its risks. The Company’s risks include investment, insurance, market, liquidity, operational, and model risk as well as strategic risks that may cause the Company’s core business model to change, either through a shift in the businesses in which it is engaged or a change in execution. The Company’s strategic risks include regulatory and technological changes and other external factors. The Company’s risks are further discussed below. Our risk management framework is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management.”
Investment Risk
Our investment portfolios are subject to the risk of loss due to default or deterioration in credit quality or value.
We are exposed to investment risk through our investments, which primarily consist of public and private fixed maturity securities, commercial mortgage and other loans, structured finance, equity securities and alternative assets including private equity, hedge funds and real estate. For a discussion of our general account investments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General Account Investments.” We are also exposed to investment risk through a potential counterparty default.
Investment risk may result from (1) economic conditions, (2) adverse capital market conditions, including disruptions in individual market sectors or a lack of buyers in the marketplace, (3) volatility, (4) credit spread changes, (5) benchmark interest rate changes, (6) changes in foreign currency exchange rates and (7) declines in value of underlying collateral. These factors may impact the credit quality, liquidity and value of our investments and derivatives, potentially resulting in higher capital charges and unrealized or realized losses. Also, certain investments we hold, regardless of market conditions, are relatively illiquid and our ability to promptly sell these assets for their full value may be limited. Additionally, our valuation of investments may include methodologies, inputs and assumptions, which could result in changes to investment valuations that may materially impact our results of operations or financial condition. For information about the valuation of our investments, see Note 6 to the Consolidated Financial Statements.
Our investment portfolio is subject to credit risk, which is the risk that an obligor (or guarantor) is unable or unwilling to meet its contractual payment obligations on its fixed maturity security, loan or other obligations. Credit risk may manifest in an idiosyncratic manner (i.e., specific to an individual borrower or industry) or through market-wide credit cycles. Financial deterioration of the obligor increases the risk of default and may increase the capital charges required under the regulatory frameworks we are subject to, potentially limiting our overall capital flexibility. Credit defaults (as well as credit impairments, realized losses on credit-related sales, and increases in credit related reserves) may result in losses which adversely impact earnings, capital and our ability to appropriately match our liabilities and meet future obligations.
The Company is subject to counterparty risk, which is the risk that the counterparty to a transaction could default or deteriorate in creditworthiness before or at the final settlement of a transaction*.* In the normal course of business, we enter into financial contracts to manage risks (such as derivatives and reinsurance treaties), improve the return on investments (such as securities lending and repurchase transactions) and provide sources of liquidity or financing (such as credit agreements, securities lending agreements and repurchase agreements). Reinsurance may also be used to further strategic goals of the Company by facilitating the transfer of risk of a block of liabilities if an entity purchase or sale is not practical. These transactions expose the Company to counterparty risk. Counterparties include commercial banks, investment banks, broker-dealers, and insurance and reinsurance companies. In the event of a counterparty deterioration or default, we may incur replacement costs necessary to reallocate the transaction to a new counterparty. Also, bespoke transactions (e.g., strategic and asset intensive reinsurance) entail less liquid investments and are typically difficult to hedge, possibly requiring us to recapture
liabilities and reestablish or strengthen reserves and capital, which could reduce capital flexibility. The magnitude of the losses (e.g., replacement costs) will depend on current market conditions, the complexity of the transaction, and the time required to restructure or replace the transaction. Losses will likely be higher under stressed conditions.
Our investment portfolio is subject to equity risk, which is the risk of loss due to deterioration in market value of public equity or alternative assets*.* We include public equity and alternative assets (including private equity, hedge funds and real estate) in our portfolio constructions, and these investments have varying degrees of price transparency. Equities traded on stock exchanges (public equities) have significant price transparency, as transactions are often required to be disclosed publicly. Assets with less price transparency include private equity (joint ventures/limited partnerships) and direct real estate. As these investments typically do not trade on public markets and indications of realizable market value may not be readily available, valuations can be infrequent and/or more volatile. A sustained decline in public equity and alternative markets may reduce the returns earned by our investment portfolio through lower-than-expected dividend income, property operating income, and capital gains, thereby adversely impacting earnings, capital, and product pricing assumptions. These assets may also produce volatility in earnings as a result of uneven distributions on the underlying investments.
Insurance Risk
We have significant liabilities for policyholders’ benefits which are subject to insurance risk. Insurance risk is the risk that actual experience deviates adversely from our insurance assumptions, including mortality, morbidity, and policyholder behavior assumptions.
We provide a variety of insurance products, on both an individual and group basis, that are designed to help customers protect against a variety of financial uncertainties. Our insurance products protect customers against their potential risk of loss by transferring those risks to the Company, where those risks can be managed more efficiently through pooling and diversification over a larger number of independent exposure
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Risk Management and Strategy
Because of the size and scope of our business, we are subject to numerous and evolving cybersecurity risks, any of which, if it materializes, could affect our business strategy, results of operations, or financial condition. See “Item 1A. Risk Factors—Operational Risk” for a discussion of such risks.
Cybersecurity risk management is integrated within our risk management framework. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management” for additional information regarding our risk management processes. We conduct risk identification through several processes at the business unit, corporate, senior management, and Board levels. This framework includes escalation points to Prudential’s risk committees, allowing cyber risk and control matters to be elevated to the Board of Directors or its Audit Committee for oversight.
In order to respond to the threat of security breaches and cyber-attacks, we have developed an information security program designed to protect and preserve the confidentiality, integrity, and continued availability of information owned by, or in the care of, the Company. This information security program provides for the coordination of various corporate functions and governance groups, including global technology, risk, legal, compliance and corporate audit, and serves as a framework for the execution of responsibilities across businesses and operational roles. Among other things, the information security program establishes security standards for our technological resources and includes training for employees, contractors and third parties. Employees with access to our Company’s systems are subject to comprehensive annual training on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats.
As part of the information security program, we routinely engage independent outside advisors to assess the effectiveness of our program and our internal response preparedness. We also regularly engage with the broader cybersecurity community and monitor cyber threat information.
To address risks associated with third parties, Prudential has established an enterprise-wide Third-Party Risk Management Program. This program’s features include, among other things, identifying, assessing and managing cybersecurity risks throughout the life of our third-party relationships.
We also maintain an incident response plan, which specifies escalation and evaluation processes for cyber events. This plan is executed in close coordination with our corporate functions, including a dedicated cyber and privacy law function, external affairs, and risk management, and is designed to ensure, among other things, appropriate and timely reporting and disclosure.
When we do experience cybersecurity incidents, like the cybersecurity incident we disclosed in February 2024, we aim to utilize that experience to inform and strengthen our information security program.
During the period covered by this Report, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. See “Item 1A. Risk Factors—Operational Risk” for a discussion of risks related to cybersecurity.
Governance
The Company’s information security program is overseen by the Chief Information Security Officer (“CISO”) and Information Security Office, as well as the Head of Global Technology and Operations (“HGTO”). The CISO and Information Security Office are responsible for monitoring for cybersecurity incidents impacting Prudential’s systems, and ensuring appropriate processes are maintained to inform management of the prevention, detection, mitigation, and remediation of such cybersecurity incidents. We believe that our employees responsible for managing cybersecurity risk have the skills and knowledge to assess and manage the Company’s material risks from cybersecurity threats, and their qualifications include degrees and certifications typical for cybersecurity professionals. We expect these employees to, among other things, understand computer systems, networks, and security technologies and be proficient in a variety of security tools and techniques. The current CISO, who is serving in an interim capacity, has served in various roles in information security for over 20 years, including as Deputy CISO and roles overseeing cyber defense, investigations, and incident response. The interim CISO holds a law degree and has attained numerous Global Information Assurance Certifications.. For a description of the relevant expertise of the HGTO, see “Item 1. Business—Information About our Executive Officers.”
The Audit Committee of the Board of Directors, which is responsible for oversight of certain risk issues, including cybersecurity, receives reports from the CISO, the HGTO and Operational Risk Management throughout the year. At least annually, the Board and the Audit Committee also receive updates about the results of program reviews, including assessments led by outside advisors who provide a third-party independent assessment of our technical program and internal response preparedness. To the extent cybersecurity controls are related to internal control over financial reporting, such controls are considered in the context of Prudential’s annual external integrated audit.
The Audit Committee regularly briefs the full Board of Directors on these matters, and the full Board of Directors also receives periodic briefings on cyber threats in order to enhance our directors’ literacy on cyber issues.
Item 2. PROPERTIES
We own our headquarters building located at 751 Broad Street, Newark, New Jersey. Excluding our headquarters building and properties used by our International Businesses and the international operations of PGIM, which are discussed below, as of December 31, 2025, we conduct our business and home office functions in both owned and leased locations throughout the United States. We also conduct back-office functions in leased properties outside of the United States.
For our International Businesses, as of December 31, 2025, we own and lease home offices located in Japan, Brazil and Mexico. We also conduct our business in owned and leased properties, primarily field offices, located throughout these same countries. For PGIM’s international operations, as of December 31, 2025, we lease home offices located in Japan, the United Kingdom, India and Ireland. We also lease principal properties and other branch and field offices in other countries where PGIM conducts business.
We believe our properties are adequate and suitable for our business as currently conducted and are adequately maintained. The above properties do not include properties we own solely for investment purposes.
At our domestic home office properties, we are developing programs to reduce emissions. These programs include seeking ways to expand energy efficiency. For home office properties in Brazil and Japan, we are also developing waste diversion measures including internal recycling and composting infrastructures and availing ourselves of third-party waste diversion programs. Our Prudential Tower home office property in Newark, New Jersey has been awarded LEED Gold Certification from the U.S. Green Building Council.
Item 3. LEGAL PROCEEDINGS
See Note 25 to the Consolidated Financial Statements under “—Litigation and Regulatory Matters” for a description of certain pending litigation and regulatory matters affecting us, and certain risks to our businesses presented by such matters.
Item 4. MINE SAFETY DISCLOSURES
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
General
Prudential Financial’s Common Stock trades on the New York Stock Exchange under the symbol “PRU.” On January 31, 2026, there were 981,472 registered holders of record for the Common Stock and 348 million shares outstanding.
Issuer Purchases of Equity Securities
(c) The following table provides information about purchases by the Company during the three months ended December 31, 2025, of its Common Stock:
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased under the Program | ||||||||||||||||||||||
| October 1, 2025 through October 31, 2025 | 824,672 | $ | 102.39 | 813,708 | ||||||||||||||||||||||
| November 1, 2025 through November 30, 2025 | 790,394 | $ | 106.11 | 785,119 | ||||||||||||||||||||||
| December 1, 2025 through December 31, 2025 | 738,947 | $ | 113.41 | 735,363 | ||||||||||||||||||||||
| Total | 2,354,013 | 2,334,190 | $ | 0 |
(1)Includes shares of Common Stock withheld from participants for income tax withholding purposes whose shares of restricted stock units vested during the period. Such restricted stock units were originally issued to participants pursuant to the Prudential Financial Inc. Omnibus Incentive Plan.
On December 10, 2025, Prudential Financial’s Board of Directors authorized the Company to repurchase, at management’s discretion, up to $1 billion of its outstanding Common Stock during the period from January 1, 2026 through December 31, 2026.
The timing and amount of any share repurchases under the Company’s share repurchase authorization will be determined by management based on market conditions and other considerations, and such repurchases may be executed in the open market, through derivative, accelerated repurchase and other negotiated transactions and through plans designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
ITEM 6. [RESERVED]
Item 6. is no longer required pursuant to certain amendments to Regulation S-K that eliminated Item 301.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE OF CONTENTS
Certain of the statements included in this section constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Prudential Financial, Inc. and its subsidiaries. Prudential Financial, Inc.’s actual results may differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. Certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements can be found in the “Risk Factors” and “Forward-Looking Statements” sections included herein.
Pursuant to the FAST Act Modernization and Simplification of Regulation S-K, discussions related to the results of operations for the year ended December 31, 2024 in comparison to the year ended December 31, 2023 have been omitted. For such omitted discussions, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Introduction
The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations is to provide readers with a foundational understanding of our Company, our consolidated financial statements, and the significant internal and external drivers of our results. The discussion of financial results within is focused on adjusted operating income, which is the Company’s segment-level measure of performance, and provides readers with period-over-period analysis of operating results and significant drivers. In addition to discussing our detailed segment results of operations, we have also provided supplemental information that we believe assists with a greater understanding of our overall financial results.
A brief description of these key informational sections follows:
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“Executive Summary” provides an overview of the Company and its operations, along with recent significant events that have impacted our organizational structure or financial results. This section also provides management’s outlook for each respective business segment.
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“External and Economic Factors” discusses industry trends, including the economic environment and demographics for each of our businesses, and includes a discussion of how the impact of potential changes in either interest rates or foreign currency exchange rates may impact our overall operations and financial position.
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“Accounting Policies & Pronouncements” discusses the accounting policies applied in preparing our consolidated financial statements that management believes are most dependent on the application of estimates and assumptions and which require management’s most difficult, subjective, or complex judgments. This section should be read in conjunction with Note 2 to the Consolidated Financial Statements.
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“Liquidity and Capital Resources” provides information about our liquidity and capital positions, including any significant actions that have impacted, or are expected to impact, these positions. Information is also provided on our insurance companies’ regulatory capital requirements, the sources and uses of our holding company’s cash, and additional information about financing activities of the Company.
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“Ratings” provides information on the ratings for Prudential Financial and certain of its subsidiaries as of the date of this filing.
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“General Account Investments” provides information about the investment objectives, strategies and overall portfolio composition of the general account that s
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Market risk is defined as the risk of loss from changes in interest rates, equity prices and foreign currency exchange rates resulting from asset/liability mismatches where the change in the value of our liabilities is not offset by the change in value of our assets.
For additional information regarding the potential impacts of interest rate and other market fluctuations, as well as general economic and market conditions on our businesses and profitability, see “Item 1A. Risk Factors” above. For additional information regarding the overall management of our general account investments and our asset mix strategies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General Account Investments—Management of Investments” above. For additional information regarding our liquidity and capital resources, which may be impacted by changing market risks, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” above.
Market Risk Management
Management of market risk, which we consider to be a combination of both investment risk and market risk exposures, includes the identification and measurement of various forms of risk, the establishment of risk thresholds and the creation of processes intended to maintain risks within these thresholds while optimizing returns on the underlying assets or liabilities.
Our risk management process utilizes a variety of tools and techniques, including:
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Measures of price sensitivity to market changes (e.g., interest rates, equity index prices, foreign exchange);
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Asset/liability management;
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Stress scenario testing;
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Hedging programs; and
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Risk management governance, including policies, limits, and a committee that oversees investment and market risk.
For additional information regarding our overall risk management framework and governance structure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management” above.
Market Risk Mitigation
Risk mitigation takes three primary forms:
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Asset/Liability Management: Managing assets to liability-based measures. For example, investment policies identify target durations for assets based on liability characteristics and asset portfolios are managed within ranges around them. This mitigates potential unanticipated economic losses from interest rate movements.
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Hedging: Using derivatives to offset risk exposures. For example, for our variable annuities business, potential living benefit claims resulting from more severe market conditions are hedged using derivative instruments.
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Management of portfolio concentration risk. For example, ongoing monitoring and management at the enterprise level of key rate, currency and other concentration risks support diversification efforts to mitigate exposure to individual markets and sources of risk.
Market Risk Related to Interest Rates
We perform liability-driven investing and engage in careful asset/liability management. Asset/liability mismatches create the risk that changes in liability values will differ from the changes in the value of the related assets. Additionally, changes in interest rates may impact other items including, but not limited to, the following:
-
Net investment spread between the amounts that we are required to pay and the rate of return we are able to earn on investments for certain products supported by general account investments;
-
Asset-based fees earned on assets under management or contractholder account values;
-
Net exposure to the guarantees provided under certain products; and
-
Capital levels of our regulated entities.
We use duration and convexity analyses to measure price sensitivity to interest rate changes. Duration measures the relative sensitivity of the fair value of a financial instrument to changes in interest rates. Convexity measures the rate of change in duration with respect to changes in interest rates. We use asset/liability management and derivative strategies to manage our interest rate exposure by legal entity by matching the relative sensitivity of asset and liability values to interest rate changes, or by controlling the “duration mismatch” of assets and liability duration targets. In certain markets, capital market limitations that hinder our ability to acquire assets that approximate the duration of some of our liabilities are considered in setting duration targets. We consider risk-based capital and tax implications as well as current market conditions in our asset/liability management strategies.
We assess the impact of interest rate movements on the value of our financial assets, financial liabilities and derivatives using hypothetical test scenarios that assume either upward or downward 100 basis point parallel shifts in the yield curve from prevailing interest rates, reflecting changes in either credit spreads or the risk-free rate. The following table sets forth the net estimated potential loss in fair value on these financial instruments from a hypothetical 100 basis point upward shift as of December 31, 2025 and 2024. This table is presented on a gross basis and excludes offsetting impacts to certain insurance liabilities that are not considered financial liabilities under U.S. GAAP. This scenario results in the greatest net exposure to interest rate risk of the hypothetical scenarios tested at those dates. While the test scenario is for illustrative purposes only and does not reflect our expectations regarding future interest rates or the performance of fixed income markets, it is a near-term, reasonably possible hypothetical change that illustrates the potential impact of such events. These test scenarios do not measure the changes in value that could result from non-parallel shifts in the yield curve which we would expect to produce different changes in discount rates for different maturities. As a result, the actual loss in fair value from a 100 basis point change in interest rates could be different from that indicated by these calculations. The estimated changes in fair values do not include separate account assets.
| As of December 31, 2025 | As of December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Notional | Fair Value | Hypothetical Change in Fair Value | Notional | Fair Value | Hypothetical Change in Fair Value | |||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| Financial assets with interest rate risk(1): | ||||||||||||||||||||||||||||||||||||||
| Fixed maturities(2) | $ | 331,379 | $ | (25,936) | $ | 309,562 | $ | (26,593) | ||||||||||||||||||||||||||||||
| Commercial mortgage and other loans | 63,971 | (2,242) | 58,932 | (2,148) | ||||||||||||||||||||||||||||||||||
| Derivatives with interest rate risk: | ||||||||||||||||||||||||||||||||||||||
| Swaps | $ | 312,751 | (12,761) | (1,144) | $ | 285,786 | (11,014) | (2,428) | ||||||||||||||||||||||||||||||
| Futures | 13,112 | (18) | (468) | 11,792 | (16) | (369) | ||||||||||||||||||||||||||||||||
| Options | 231,936 | (59) | 253 | 139,693 | (436) | 20 | ||||||||||||||||||||||||||||||||
| Forwards | 42,729 | (203) | (275) | 35,144 | 268 | (112) | ||||||||||||||||||||||||||||||||
| Synthetic GICs | 75,883 | 0 | 0 | 76,416 | 0 | (1) | ||||||||||||||||||||||||||||||||
| Indexed universal life contracts | (2,295) | 363 | (1,434) | 179 | ||||||||||||||||||||||||||||||||||
| Indexed annuity contracts | (16,504) | 158 | (11,312) | 137 | ||||||||||||||||||||||||||||||||||
| Total embedded derivatives(3) | (18,799) | 521 | (12,746) | 316 | ||||||||||||||||||||||||||||||||||
| Financial liabilities with interest rate risk(4): | ||||||||||||||||||||||||||||||||||||||
| Short-term and long-term debt | 19,794 | 2,653 | 19,092 | 2,730 | ||||||||||||||||||||||||||||||||||
| Policyholders’ account balances—investment contracts | 85,107 | 3,418 | 74,871 | 3,048 | ||||||||||||||||||||||||||||||||||
| Insurance liabilities with interest rate risk: | ||||||||||||||||||||||||||||||||||||||
| Benefit reserves (traditional and limited-payment contracts)(5) | 183,428 | 19,427 | 186,845 | 21,294 | ||||||||||||||||||||||||||||||||||
| Market risk benefits(6) | 2,293 | 1,317 | 2,124 | 1,602 | ||||||||||||||||||||||||||||||||||
| Net estimated potential loss | $ | (2,476) | $ | (2,641) |
(1)Excludes financial assets that are considered Funds Withheld, where the economic benefits and investment risk associated with the Funds Withheld assets ultimately inure to the reinsurer.
(2)Includes assets classified as “Fixed maturities, available-for-sale, at fair value,” “Assets supporting experience-rated contractholder liabilities, at fair value” and “Fixed maturities, trading, at fair value.” Approximately $325 billion and $304 billion as of December 31, 2025 and 2024, respectively, of fixed maturities are classified as available-for-sale. Changes in fair value of fixed maturities classified as available-for-sale are included in AOCI.
(3)Excludes any offsetting impact of derivative instruments purchased to hedge changes in the embedded derivatives. Amounts reported net of third-party reinsurance.
(4)Excludes approximately $185 billion and $169 billion as of December 31, 2025 and 2024, respectively, of certain insurance reserve and deposit liabilities that are not considered financial liabilities. We believe that the interest rate sensitivities of these insurance liabilities would serve as an offset to the net interest rate risk of the financial assets and liabilities, including investment contracts.
(5)Changes in fair value of benefit reserves (traditional and limited-payment contracts) are included in AOCI.
(6)Amounts reported net of third-party reinsurance.
Under U.S. GAAP, the fair value of the MRBs and embedded derivatives for certain features associated with indexed universal life and indexed annuity contracts, reflected in the table above, includes the impact of the market’s perception of our NPR. For additional information regarding the key estimates and assumptions used in our determination of fair value, including NPR, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting Policies & Pronouncements—Application of Critical Accounting Estimates—Market Risk Benefits (“MRBs”)” above.
For an additional discussion of our variable annuity optional living benefit guarantees accounted for as MRBs and related derivatives used to hedge the changes in fair value of these MRBs, see “Market Risk Related to Certain Variable Annuity Products” below. For information regarding the impacts of changes in the interest rate environment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—External and Economic Factors—Impact of Changes in the Interest Rate Environment” above.
Market Risk Related to Equity Prices
We have exposure to equity risk through asset/liability mismatches, including our investments in equity securities held in our general account investment portfolio and unhedged exposure in our insurance liabilities, principally related to certain variable annuity living benefit feature MRBs. Our equity-based derivatives primarily hedge the equity risk embedded in these living benefit feature MRBs. Changes in equity prices create risk that the resulting changes in asset values will differ from the changes in the value of the liabilities relating to the underlying or hedged products. Additionally, changes in equity prices may impact other items including, but not limited to, the following:
-
Asset-based fees earned on assets under management or contractholder account value; and
-
Net exposure to the guarantees provided under certain products.
We manage equity price risk against benchmarks in respective markets. We benchmark our return on equity holdings against a blend of market indices, mainly the S&P 500 and Russell 2000 for U.S. equities. We benchmark foreign equities against the Tokyo Price Index, and the MSCI EAFE, a market index which captures large and mid cap representation across developed markets around the world, excluding the U.S. and Canada. We target price sensitivities that approximate those of the benchmark indices.
We estimate our equity risk from a hypothetical 10% decline in equity benchmark market levels. The following table sets forth the net estimated potential loss in fair value from such a decline as of December 31, 2025 and 2024. While these scenarios are for illustrative purposes only and do not reflect our expectations regarding future performance of equity markets or of our equity portfolio, they represent near-term reasonably possible hypothetical changes that illustrate the potential impact of such events. These scenarios consider only the direct impact on fair value of declines in equity benchmark market levels and not changes in asset-based fees recognized as revenue, or changes in assumptions such as market volatility or mortality, utilization or persistency rates in our variable annuity contracts that could also impact the fair value of our living benefit features. In addition, these scenarios do not reflect the impact of basis risk, such as potential differences in the performance of the investment funds underlying the variable annuity products relative to the market indices we use as a basis for developing our hedging strategy. The impact of basis risk could result in larger differences between the change in fair value of the equity-based derivatives and the related living benefit features in comparison to these scenarios. In calculating these amounts, we exclude separate account equity securities.
| As of December 31, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Notional | Fair Value | Hypothetical Change in Fair Value | Notional | Fair Value | Hypothetical Change in Fair Value | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Equity securities(1) | $ | 14,918 | $ | (1,492) | $ | 12,298 | $ | (1,230) | |||||||||||||||||||||||||||
| Equity-based derivatives(2) | $ | 216,667 | 1,393 | (2,532) | $ | 116,253 | 720 | (1,538) | |||||||||||||||||||||||||||
| Indexed universal life contracts | (2,295) | 55 | (1,434) | 23 | |||||||||||||||||||||||||||||||
| Indexed annuity contracts | (16,504) | 3,033 | (11,312) | 2,278 | |||||||||||||||||||||||||||||||
| Total embedded derivatives(2)(3) | (18,799) | 3,088 | (12,746) | 2,301 | |||||||||||||||||||||||||||||||
| Market risk benefits(4) | 2,293 | (737) | 2,124 | (848) | |||||||||||||||||||||||||||||||
| Net estimated potential loss | $ | (1,673) | $ | (1,315) |
(1)Includes equity securities classified as “Assets supporting experience-rated contractholder liabilities” and “Equity securities, at fair value.”
(2)The notional and fair value of equity-based derivatives and the fair value of embedded derivatives are also reflected in amounts under “Market Risk Related to Interest Rates” above, and are not cumulative.
(3)Excludes any offsetting impact of derivative instruments purchased to hedge changes in the embedded derivatives. Amounts reported net of third-party reinsurance.
(4)Amounts reported net of third-party reinsurance.
Market Risk Related to Foreign Currency Exchange Rates
As a U.S.-based company with significant business operations outside of the U.S., particularly in Japan, we are exposed to foreign currency exchange rate risk related to these operations, as well as in our general account investment portfolio and other proprietary investment portfolios.
For our international insurance operations, changes in foreign currency exchange rates create risk that we may experience volatility in the USD-equivalent earnings and equity of these operations. We actively manage this risk through various hedging strategies, including the use of foreign currency hedges and through holding USD-denominated securities in the investment portfolios of certain of these operations. Additionally, our Japanese insurance operations offer a variety of non-yen denominated products which are supported by investments in corresponding currencies. While these non-yen denominated assets are economically matched to the currency of the product liabilities, the accounting treatment may differ for changes in the value of these assets and liabilities due to moves in foreign currency exchange rates, resulting in volatility in reported U.S. GAAP earnings. This volatility has been mitigated by disaggregating the USD and AUD-denominated businesses in certain of our Japanese operations into separate divisions, each with its own functional currency that aligns with the underlying products and investments. For certain of our international insurance operations outside of Japan, we elect to not hedge the risk of changes in our equity investments due to foreign exchange rate movements. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—External and Economic Factors—Impact of Foreign Currency Exchange Rates—Impact of products denominated in non-local currencies on U.S. GAAP earnings” above.
For our domestic general account investment portfolios supporting our U.S. insurance operations and other proprietary investment portfolios, our foreign currency exchange rate risk arises primarily from investments that are denominated in foreign currencies. We manage this risk by hedging substantially all domestic foreign currency denominated fixed income investments into USD. We generally do not hedge all of the foreign currency risk of our investments in equity securities of unaffiliated foreign entities.
We manage our foreign currency exchange rate risks within specified limits, and estimate our exposure, excluding equity in our Japanese insurance operations, to a hypothetical 10% change in foreign currency exchange rates. The following table sets forth the net estimated potential loss in fair value from such a change as of December 31, 2025 and 2024. While these scenarios are for illustrative purposes only and do not reflect our expectations regarding future changes in foreign exchange markets, they represent reasonably possible near-term hypothetical changes that illustrate the potential impact of such events.
| As of December 31, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Fair Value | Hypothetical Change in Fair Value | Fair Value | Hypothetical Change in Fair Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Unhedged portion of equity investment in international subsidiaries and foreign currency denominated investments in domestic general account portfolio | $ | 4,106 | $ | 411 | $ | 2,859 | $ | 286 |
For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General Account Investments—Portfolio Composition” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations by Segment—International Businesses” above.
Derivatives
We use derivative financial instruments primarily to reduce market risk from changes in interest rates, equity prices and foreign currency exchange rates, including their use to alter interest rate or foreign currency exposures arising from mismatches between assets and liabilities. Our derivatives primarily include swaps, futures, options and forward contracts that are exchange-traded or contracted in the OTC market.
Our derivatives also include interest rate guarantees we provide on our synthetic GIC products. Synthetic GICs simulate the performance of traditional insurance-related GICs but are accounted for as derivatives under U.S. GAAP due to the fact that
the policyholders own the underlying assets, and we only provide a book value “wrap” on the customers’ funds, which are held in a client-owned trust. Since these wraps provide payment of guaranteed principal and interest to the customer, changes in interest rates create risk such that declines in the market value of customers’ funds would increase our net exposure to these guarantees; however, our obligation is limited to payments that are in excess of the existing customers’ fund value. Additionally, we have the ability to periodically reset crediting rates, subject to a 0% minimum floor, as well as the ability to increase prices. Further, our contract provisions provide that, although participants may withdraw funds at book value, contractholder withdrawals may only occur at market value immediately, or at book value over time. These factors, among others, result in these contracts experiencing minimal changes in fair value, despite a more significant notional value.
Additionally, our derivatives include embedded derivative instruments associated with the index-linked features of certain universal life and annuity products, and reinsurance with funds withheld arrangements. For additional information regarding our derivative activities, see Note 5 to the Consolidated Financial Statements.
Market Risk Related to Variable Annuity Products
The primary risk exposures of our variable annuity contracts relate to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including capital markets assumptions such as equity market returns, interest rates, market volatility and actuarial assumptions. We manage our exposure to certain risks driven by fluctuations in capital markets primarily through a combination of product design features, such as an automatic rebalancing feature and/or inclusion in our ALM strategy. In addition, we may also utilize external reinsurance as a form of additional risk mitigation. Our guaranteed living and death benefit features on variable annuities are accounted for as MRBs and recorded at fair value. The market risk sensitivities associated with U.S. GAAP values of both the MRBs and the related derivatives used to hedge the changes in fair value of these MRBs are provided under “Market Risk Related to Interest Rates” and “Market Risk Related to Equity Prices” above.
For additional information regarding our risk management strategies, including our ALM strategy and product design features, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations by Segment—Retirement Strategies” above.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
Management’s Annual Report on Internal Control Over Financial Reporting
Management of Prudential Financial, Inc. (together with its consolidated subsidiaries, the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an assessment of the effectiveness, as of December 31, 2025, of the Company’s internal control over financial reporting, based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment under that framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
Our internal control over financial reporting is a process designed by or under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Management’s Annual Report on Internal Control Over Financial Reporting and the report of the Company’s independent registered public accounting firm on the effectiveness of internal control over financial reporting as of December 31, 2025 are included in Part II, Item 8 of this Annual Report on Form 10-K.
In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of December 31, 2025. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. No change in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
Company Trading Plans or other Arrangements
Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended December 31, 2025, no such plans or other arrangements were adopted or terminated.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information called for by this Item pertaining to executive officers of Prudential Financial appears in “Business—Information About our Executive Officers.”
We have adopted a code of business conduct and ethics, known as “Making the Right Choices,” which applies to our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, as well as to all other employees. Making the Right Choices is posted on our website at www.prudential.com and copies of the code are available to shareholders without charge upon written request to the Corporate Secretary at the Company’s principal executive offices. Any substantive amendment to the code of business conduct and ethics or any waiver of the code granted to the Chief Executive Officer, the Chief Financial Officer or the Principal Accounting Officer will be posted on the Company’s website at www.prudential.com within four business days (and retained on the website for at least one year).
We have also adopted Corporate Governance Guidelines, which we refer to as our “Corporate Governance Principles and Practices.” Our Corporate Governance Principles and Practices are available free of charge on our website at www.prudential.com.
In addition to the prohibition on insider trading covered in our code of business conduct and ethics, the Company has adopted an insider trading policy, a copy of which is filed as Exhibit 19 to this Annual Report.
Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of Prudential Financial’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 12, 2026, to be filed by Prudential Financial with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2025 (the “Proxy Statement”).
Item 11. EXECUTIVE COMPENSATION
The information called for by this item is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides information as of December 31, 2025, regarding securities authorized for issuance under our equity compensation plans. All outstanding awards relate to Prudential Financial’s Common Stock. For additional information about our equity compensation plans, see Note 22 to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
| (a) | (b) | (c) | |||||||||||||||||||||
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a)) | |||||||||||||||||||||
| Equity compensation plans approved by security holders—Omnibus Plan | 7,399,810 | (1) | $ | 97.67 | (2) | 12,496,717 | |||||||||||||||||
| Equity compensation plans approved by security holders—Director Plan | 199,158 | ||||||||||||||||||||||
| Equity compensation plans approved by security holders—PSPP(3) | 2,561,475 | ||||||||||||||||||||||
| Total equity compensation plans approved by security holders | 7,598,968 | 15,058,192 | |||||||||||||||||||||
| Equity compensation plans not approved by security holders | |||||||||||||||||||||||
| Grand Total | 7,598,968 | 15,058,192 |
(1)Represents 604,440 outstanding Options, 3,749,723 outstanding Restricted Units and 3,045,647 outstanding Performance Shares as of December 31, 2025 under our Omnibus Plan. The number of Performance Shares represents the number of shares that would be received based on maximum performance, reduced for cancellations and releases through December 31, 2025. The number of performance shares outstanding as of December 31, 2025 at target (100%) performance factor was 2,035,393. The actual number of performance shares the Compensation Committee will award at the end of each performance period will range between 0% and 150% of the target number of performance shares granted, based upon the achievement of Company financial performance goals selected by the Compensation Committee at the start of the performance period.
(2)Represents the weighted average exercise price of the Options disclosed in column (a). The weighted average remaining contractual term of these Options is 2.51 years.
(3)The Prudential Financial, Inc. Employee Stock Purchase Plan is a qualified Employee Stock Purchase Plan under Section 423 of the Code, pursuant to which up to 26,367,235 shares of Common Stock were authorized for issuance, all of which have been registered on Form S-8. Under the plan, employees may purchase shares based upon quarterly offering periods at an amount equal to the lesser of (1) 85% of the closing market price of the Common Stock on the first day of the quarterly offering period, or (2) 85% of the closing market price of the Common Stock on the last day of the quarterly offering period.
The other information called for by this item is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information called for by this item is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
| Page | ||||||||
| 1. | Financial Statements—Item 8. Financial Statements and Supplementary Data | 126 | ||||||
| 2. | Financial Statement Schedules: | |||||||
| Schedule I—Summary of Investments Other Than Investments in Related Parties as of December 31, 2025 | 300 | |||||||
| Schedule II—Condensed Financial Information of Registrant as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 | 301 | |||||||
| Schedule III—Supplementary Insurance Information as of and for the years ended December 31, 2025, 2024 and 2023 | 306 | |||||||
| Schedule IV—Reinsurance as of and for the years ended December 31, 2025, 2024 and 2023 | 309 | |||||||
| Any remaining schedules provided for in the applicable SEC regulations are omitted because they are either inapplicable or the relevant information is provided elsewhere within this Form 10-K. |
- Exhibits:
See the accompanying Exhibit Index.
PRUDENTIAL FINANCIAL, INC.
Schedule I
Summary of Investments Other Than Investments in Related Parties
As of December 31, 2025
(in millions)
| Type of Investment | Amortized Cost or Cost | Fair Value | Amount Shown in the Balance Sheet | |||||||||||||||||
| Fixed maturities, available-for-sale: | ||||||||||||||||||||
| Bonds: | ||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government authorities and agencies | $ | 26,334 | $ | 22,179 | $ | 22,179 | ||||||||||||||
| Obligations of U.S. states and their political subdivisions | 5,881 | 5,465 | 5,465 | |||||||||||||||||
| Foreign government securities | 62,469 | 50,614 | 50,614 | |||||||||||||||||
| Asset-backed securities | 19,130 | 19,329 | 19,329 | |||||||||||||||||
| Residential mortgage-backed securities | 5,493 | 5,381 | 5,381 | |||||||||||||||||
| Commercial mortgage-backed securities | 9,958 | 9,743 | 9,743 | |||||||||||||||||
| Public utilities | 37,064 | 35,090 | 35,090 | |||||||||||||||||
| All other corporate bonds | 191,338 | 183,273 | 183,273 | |||||||||||||||||
| Redeemable preferred stock | 329 | 381 | 381 | |||||||||||||||||
| Total fixed maturities, available-for-sale | $ | 357,996 | $ | 331,455 | $ | 331,455 | ||||||||||||||
| Equity securities: | ||||||||||||||||||||
| Common stocks: | ||||||||||||||||||||
| Other common stocks | $ | 6,245 | $ | 7,645 | $ | 7,645 | ||||||||||||||
| Mutual funds | 1,509 | 2,755 | 2,755 | |||||||||||||||||
| Nonredeemable preferred stocks | 85 | 103 | 103 | |||||||||||||||||
| Perpetual preferred stocks | 464 | 469 | 469 | |||||||||||||||||
| Total equity securities, at fair value | $ | 8,303 | $ | 10,972 | $ | 10,972 | ||||||||||||||
| Fixed maturities, trading | $ | 15,536 | $ | 14,869 | $ | 14,869 | ||||||||||||||
| Assets supporting experience-rated contractholder liabilities(1) | 3,129 | 4,842 | ||||||||||||||||||
| Commercial mortgage and other loans(2) | 64,715 | 64,715 | ||||||||||||||||||
| Policy loans | 9,958 | 9,958 | ||||||||||||||||||
| Short-term investments | 6,414 | 6,414 | ||||||||||||||||||
| Other invested assets | 27,294 | 27,294 | ||||||||||||||||||
| Total investments | $ | 493,345 | $ | 470,519 |
(1)See Note 3 to the Consolidated Financial Statements for the composition of the Company’s “Assets supporting experience-rated contractholder liabilities, at fair value.”
(2)Includes collateralized commercial mortgage and other loans of $64,544 million and uncollateralized loans of $171 million.
PRUDENTIAL FINANCIAL, INC.
Schedule II
Condensed Financial Information of Registrant
Condensed Statements of Financial Positions as of December 31, 2025 and 2024
(in millions)
| 2025 | 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Fixed maturities, available-for-sale, at fair value (amortized cost: 2025- $1,425; 2024- $1,477) | $ | 1,335 | $ | 1,335 | ||||||||||
| Equity securities, at fair value (cost: 2025- $174; 2024- $25) | 174 | 25 | ||||||||||||
| Other invested assets | 2,051 | 3,361 | ||||||||||||
| Total investments | 3,560 | 4,721 | ||||||||||||
| Cash and cash equivalents | 1,204 | 1,051 | ||||||||||||
| Due from subsidiaries | 3,327 | 3,460 | ||||||||||||
| Loans receivable from subsidiaries | 5,393 | 5,251 | ||||||||||||
| Investment in subsidiaries | 47,056 | 41,054 | ||||||||||||
| Property, plant and equipment | 363 | 381 | ||||||||||||
| Income taxes receivable | 491 | 418 | ||||||||||||
| Other assets | 445 | 475 | ||||||||||||
| TOTAL ASSETS | $ | 61,839 | $ | 56,811 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| LIABILITIES | ||||||||||||||
| Due to subsidiaries | $ | 4,139 | $ | 3,800 | ||||||||||
| Loans payable to subsidiaries | 5,684 | 5,602 | ||||||||||||
| Short-term debt | 561 | 25 | ||||||||||||
| Long-term debt | 18,378 | 18,793 | ||||||||||||
| Income taxes payable | 128 | 167 | ||||||||||||
| Other liabilities | 511 | 552 | ||||||||||||
| Total liabilities | 29,401 | 28,939 | ||||||||||||
| EQUITY | ||||||||||||||
| Preferred Stock ($0.01 par value; 10,000,000 shares authorized; none issued) | 0 | 0 | ||||||||||||
| Common Stock ($0.01 par value; 1,500,000,000 shares authorized; 666,305,189 shares issued as of December 31, 2025 and December 31, 2024) | 6 | 6 | ||||||||||||
| Additional paid-in capital | 26,013 | 25,901 | ||||||||||||
| Common Stock held in treasury, at cost (318,361,498 and 311,738,187 shares as of December 31, 2025 and 2024, respectively) | (25,335) | (24,511) | ||||||||||||
| Accumulated other comprehensive income (loss)(1) | (3,077) | (6,711) | ||||||||||||
| Retained earnings | 34,831 | 33,187 | ||||||||||||
| Total equity | 32,438 | 27,872 | ||||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 61,839 | $ | 56,811 |
See Notes to Condensed Financial Information of Registrant
PRUDENTIAL FINANCIAL, INC.
Schedule II
Condensed Financial Information of Registrant
Condensed Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
(in millions)
| 2025 | 2024 | 2023 | ||||||||||||||||||
| REVENUES | ||||||||||||||||||||
| Net investment income | $ | 360 | $ | 376 | $ | 345 | ||||||||||||||
| Realized investment gains (losses), net | 7 | (2) | (4) | |||||||||||||||||
| Affiliated interest revenue | 317 | 392 | 408 | |||||||||||||||||
| Other income (loss) | 20 | 17 | 14 | |||||||||||||||||
| Total revenues | 704 | 783 | 763 | |||||||||||||||||
| EXPENSES | ||||||||||||||||||||
| General and administrative expenses | 128 | 164 | 173 | |||||||||||||||||
| Interest expense | 1,360 | 1,322 | 1,282 | |||||||||||||||||
| Total expenses | 1,488 | 1,486 | 1,455 | |||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES AND JOINT VENTURES AND OTHER OPERATING ENTITIES | (784) | (703) | (692) | |||||||||||||||||
| Total income tax expense (benefit) | (214) | (192) | (152) | |||||||||||||||||
| INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF SUBSIDIARIES AND JOINT VENTURES AND OTHER OPERATING ENTITIES | (570) | (511) | (540) | |||||||||||||||||
| Equity in earnings of subsidiaries | 4,117 | 3,191 | 3,023 | |||||||||||||||||
| Equity in earnings of joint ventures and other operating entities, net of taxes | 29 | 47 | 5 | |||||||||||||||||
| NET INCOME (LOSS) | $ | 3,576 | $ | 2,727 | $ | 2,488 | ||||||||||||||
| Other Comprehensive Income (loss) | 3,634 | (207) | (2,698) | |||||||||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | 7,210 | $ | 2,520 | $ | (210) |
See Notes to Condensed Financial Information of Registrant
PRUDENTIAL FINANCIAL, INC.
Schedule II
Condensed Financial Information of Registrant
Condensed Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
(in millions)
| 2025 | 2024 | 2023 | ||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||||||
| Net income (loss) | $ | 3,576 | $ | 2,727 | $ | 2,488 | ||||||||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||||||||||
| Equity in earnings of subsidiaries | (4,117) | (3,191) | (3,023) | |||||||||||||||||
| Equity in earnings of joint ventures and other operating entities, net of taxes | (29) | (47) | (5) | |||||||||||||||||
| Realized investment (gains) losses, net | (7) | 2 | 4 | |||||||||||||||||
| Dividends received from subsidiaries | 2,232 | 3,032 | 3,705 | |||||||||||||||||
| Property, plant and equipment | (1) | (3) | (15) | |||||||||||||||||
| Change in: | ||||||||||||||||||||
| Due to/from subsidiaries, net | 753 | (106) | 212 | |||||||||||||||||
| Other, operating | 46 | 145 | (487) | |||||||||||||||||
| Cash flows from (used in) operating activities | 2,453 | 2,559 | 2,879 | |||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||||||
| Proceeds from the sale/maturity of: | ||||||||||||||||||||
| Fixed maturities, available-for-sale | 617 | 212 | 372 | |||||||||||||||||
| Short-term investments | 15,206 | 15,502 | 19,196 | |||||||||||||||||
| Payments for the purchase of: | ||||||||||||||||||||
| Equity securities, at fair value | (149) | 0 | 0 | |||||||||||||||||
| Fixed maturities, available-for-sale | (565) | (171) | (171) | |||||||||||||||||
| Short-term investments | (13,896) | (16,627) | (18,938) | |||||||||||||||||
| Capital contributions to subsidiaries | (430) | (384) | (1,651) | |||||||||||||||||
| Returns of capital contributions from subsidiaries | 0 | 300 | 599 | |||||||||||||||||
| Loans to subsidiaries, net of maturities | (142) | 197 | 584 | |||||||||||||||||
| Other, investing | (114) | 0 | 0 | |||||||||||||||||
| Cash flows from (used in) investing activities | 527 | (971) | (9) | |||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||||||
| Cash dividends paid on Common Stock | (1,926) | (1,891) | (1,846) | |||||||||||||||||
| Common Stock acquired | (1,000) | (1,000) | (1,012) | |||||||||||||||||
| Common Stock reissued for exercise of stock options | 109 | 201 | 126 | |||||||||||||||||
| Proceeds from the issuance of debt (maturities longer than 90 days) | 1,108 | 1,123 | 495 | |||||||||||||||||
| Repayments of debt (maturities longer than 90 days) | (1,008) | (512) | (1,514) | |||||||||||||||||
| Repayments of loans from subsidiaries | (530) | (9) | (660) | |||||||||||||||||
| Proceeds from loans payable to subsidiaries | 524 | 702 | 1,256 | |||||||||||||||||
| Net change in financing arrangements (maturities of 90 days or less) | 0 | (1) | 1 | |||||||||||||||||
| Other, financing | (104) | (121) | (141) | |||||||||||||||||
| Cash flows from (used in) financing activities | (2,827) | (1,508) | (3,295) | |||||||||||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 153 | 80 | (425) | |||||||||||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 1,051 | 971 | 1,396 | |||||||||||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 1,204 | $ | 1,051 | $ | 971 | ||||||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||||||||||
| Cash paid during the period for interest | $ | 1,257 | $ | 1,231 | $ | 1,224 | ||||||||||||||
| Cash paid (refunds received) during the period for taxes | $ | (289) | $ | (448) | $ | 554 | ||||||||||||||
| NON-CASH TRANSACTIONS DURING THE YEAR | ||||||||||||||||||||
| Non-cash capital contributions to subsidiaries | $ | (63) | $ | (2,919) | $ | (753) | ||||||||||||||
| Non-cash dividends/returns of capital from subsidiaries | $ | 0 | $ | 83 | $ | 1,067 | ||||||||||||||
| Treasury Stock shares issued for stock-based compensation programs | $ | 186 | $ | 216 | $ | 275 | ||||||||||||||
See Notes to Condensed Financial Information of Registrant
PRUDENTIAL FINANCIAL, INC.
Schedule II
Condensed Financial Information of Registrant
Notes to Condensed Financial Information of Registrant
1. ORGANIZATION AND PRESENTATION
Prudential Financial, Inc. (“Prudential Financial”) was incorporated on December 28, 1999, as a wholly-owned subsidiary of The Prudential Insurance Company of America (“PICA”). On December 18, 2001, PICA converted from a mutual life insurance company to a stock life insurance company and became an indirect, wholly-owned subsidiary of Prudential Financial.
The condensed financial information of Prudential Financial, Inc. (the “Parent Company”) should be read in conjunction with the consolidated financial statements of Prudential Financial, Inc. and its subsidiaries and the notes thereto (the “Consolidated Financial Statements”). The condensed financial statements of Prudential Financial reflect its direct wholly-owned subsidiaries using the equity method of accounting.
In September 2023, Prudential Financial invested approximately $200 million, and acquired a 20% equity interest as a limited partner, in Prismic Life Holding Company LP (“Prismic”), a Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Life Reinsurance, Ltd. (“Prismic Re”) and Prismic Life Reinsurance International, Ltd. (“Prismic Re International”), which are licensed Bermuda-based life and annuity reinsurance companies. Beginning with the fourth quarter of 2023, the operating results of Prudential Financial reflect our share of earnings in Prismic on a quarter lag. As this investment is accounted for under the equity method, Prismic, Prismic Re, and Prismic Re International are considered related parties.
2. OTHER INVESTMENTS
Prudential Financial’s other investments as of December 31, 2025 and 2024 consisted primarily of highly liquid debt investments and intercompany enterprise liquidity account funds.
3. DEBT
A summary of Prudential Financial’s short- and long-term debt is as follows:
| December 31, | |||||||||||||||||||||||
| Maturity Dates | Rate(1) | 2025 | 2024 | ||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||
| Short-term debt: | |||||||||||||||||||||||
| Commercial paper(2) | $ | 25 | $ | 25 | |||||||||||||||||||
| Current portion of long-term debt | 536 | 0 | |||||||||||||||||||||
| Total short-term debt | $ | 561 | $ | 25 | |||||||||||||||||||
| Long-term debt: | |||||||||||||||||||||||
| Fixed rate senior notes | 2026-2051 | 1.50%-6.63% | $ | 10,823 | $ | 10,245 | |||||||||||||||||
| Junior subordinated notes | 2047-2062 | 3.70%-6.75% | 7,555 | 8,548 | |||||||||||||||||||
| Total long-term debt | $ | 18,378 | $ | 18,793 |
(1)Ranges of interest rates are for the year ended December 31, 2025.
(2)The weighted average interest rate on outstanding commercial paper was 3.85% and 4.38% at December 31, 2025 and December 31, 2024, respectively.
Long-term Debt
In order to manage exposure to interest rate movements, Prudential Financial utilizes derivative instruments, primarily interest rate swaps, in conjunction with some of its debt issuances. The impact of these derivative instruments is not reflected in the rates presented in the table above. Interest expense was $0 million for the years ended December 31, 2025, 2024 and 2023, as there were no such derivatives that qualified for hedge accounting treatment.
Schedule of Long-term Debt Maturities
The following table presents Prudential Financial’s contractual maturities for long-term debt as of December 31, 2025:
| Calendar Year | |||||||||||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | 2030 | 2031 and thereafter | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Long-term debt | $ | 63 | $ | 412 | $ | 71 | $ | 665 | $ | 17,167 | $ | 18,378 |
4. DIVIDENDS AND RETURNS OF CAPITAL
For the years ended December 31, Prudential Financial received cash dividends and/or returns of capital from the following subsidiaries:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| (in millions) | ||||||||||||||||||||
| International Insurance and Investments Holding Companies | $ | 1,118 | $ | 1,385 | $ | 216 | ||||||||||||||
| The Prudential Insurance Company of America | 900 | 1,550 | 3,100 | |||||||||||||||||
| PGIM Holding Company | 202 | 61 | 84 | |||||||||||||||||
| Other Companies(1) | 12 | 336 | 904 | |||||||||||||||||
| Total | $ | 2,232 | $ | 3,332 | $ | 4,304 |
(1)2023 includes $900 million of dividends and returns of capital from a rabbi trust.
5. COMMITMENTS AND GUARANTEES
Prudential Financial has issued a subordinated guarantee covering a subsidiary’s domestic commercial paper program. As of December 31, 2025, there was $850 million outstanding under this commercial paper program.
Prudential Financial has provided guarantees of the payment of principal and interest on intercompany loans between affiliates. As of December 31, 2025, Prudential Financial had issued guarantees of outstanding loans totaling $5.0 billion between international insurance subsidiaries and other affiliates.
In 2013, Prudential Financial entered into a $500 million indemnity and guarantee agreement with Wells Fargo Bank Northwest, N.A. Under this agreement, Prudential Financial guaranteed obligations with respect to an affiliated loan from PICA to an affiliate. The loan proceeds were utilized to construct the Prudential Tower home office in Newark, New Jersey.
Prudential Financial is also subject to other financial guarantees, net worth maintenance agreements and indemnity arrangements, including those made in the normal course of business guaranteeing the performance of, or representations made by, Prudential Financial subsidiaries. Prudential Financial has provided indemnities and guarantees related to acquisitions and dispositions, investments, debt issuances and other transactions, including those provided as part of its ongoing operations that are triggered by, among other things, breaches of representations, warranties or covenants provided by Prudential Financial or its subsidiaries. These obligations are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation. In some cases, the maximum potential obligation is subject to contractual limitations, while in other cases such limitations are not specified or applicable. This includes guarantees issued on $2.3 billion of letters of credit obtained by the Lotus Reinsurance Company Ltd. from a third-party financial institution, for the benefit of PICA and Pruco Life as beneficiaries, to support U.S. statutory reserve credit related to reinsurance agreements with PICA and Pruco Life. As of December 31, 2025, $2.3 billion of letters of credit have been issued to PICA and Pruco Life under the facility, and the likelihood of PICA and Pruco Life drawing upon them is remote. The guarantees are automatically renewed annually unless notice of termination is given by either party. The current value of the guarantees is estimated to be immaterial. This also includes guarantees issued on $1.5 billion of standby committed letters of credit and $0.5 billion of standby uncommitted letters of credit obtained by Prismic Re from third-party financial institutions, for the benefit of PICA as beneficiary, to support U.S. statutory reserve credit related to a reinsurance agreement with PICA. As of December 31, 2025, no letters of credit have been issued to PICA under the facility, and the likelihood of PICA drawing upon them is remote. The guarantees are renewable on an annual basis. The current value of the guarantees is estimated to be immaterial.
PRUDENTIAL FINANCIAL, INC.
Schedule III
Supplementary Insurance Information
As of and for the Year Ended December 31, 2025
(in millions)
| Segment | Deferred Policy Acquisition Costs | Future Policy Benefits, Losses, Claims Expenses | Unearned Premiums | Other Policy Claims and Benefits Payable | Premiums, Policy Charges and Fee Income | Net Investment Income | Benefits, Claims, Losses and Settlement Expenses | Amortization of DAC | Other Operating Expenses | ||||||||||||||||||||||||||||||||||||||||||||
| PGIM | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 181 | $ | 0 | $ | 0 | $ | 3,215 | |||||||||||||||||||||||||||||||||||
| U.S. Businesses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Institutional Retirement Strategies | 283 | 85,693 | 0 | 23,067 | 11,017 | 5,055 | 14,383 | 23 | 354 | ||||||||||||||||||||||||||||||||||||||||||||
| Individual Retirement Strategies | 4,329 | 1,321 | 0 | 61,324 | 1,205 | 2,891 | 1,505 | 528 | 1,511 | ||||||||||||||||||||||||||||||||||||||||||||
| Retirement Strategies | 4,612 | 87,014 | 0 | 84,391 | 12,222 | 7,946 | 15,888 | 551 | 1,865 | ||||||||||||||||||||||||||||||||||||||||||||
| Group Insurance | 154 | 5,609 | 94 | 4,832 | 6,147 | 543 | 5,160 | 9 | 1,226 | ||||||||||||||||||||||||||||||||||||||||||||
| Individual Life | 7,593 | 28,351 | 0 | 34,320 | 3,310 | 2,891 | 3,498 | 433 | 1,813 | ||||||||||||||||||||||||||||||||||||||||||||
| Total U.S. Businesses | 12,359 | 120,974 | 94 | 123,543 | 21,679 | 11,380 | 24,546 | 993 | 4,904 | ||||||||||||||||||||||||||||||||||||||||||||
| International Businesses | 9,678 | 95,165 | 70 | 61,715 | 11,660 | 6,040 | 12,322 | 692 | 2,463 | ||||||||||||||||||||||||||||||||||||||||||||
| Corporate and Other | (651) | 9,127 | 0 | 1,809 | 405 | 1,815 | 980 | (62) | 2,143 | ||||||||||||||||||||||||||||||||||||||||||||
| Total PFI excluding Closed Block division | 21,386 | 225,266 | 164 | 187,067 | 33,744 | 19,416 | 37,848 | 1,623 | 12,725 | ||||||||||||||||||||||||||||||||||||||||||||
| Closed Block division | 144 | 41,484 | 0 | 5,512 | 1,719 | 2,057 | 3,520 | 12 | 287 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 21,530 | $ | 266,750 | $ | 164 | $ | 192,579 | $ | 35,463 | $ | 21,473 | $ | 41,368 | $ | 1,635 | $ | 13,012 |
PRUDENTIAL FINANCIAL, INC.
Schedule III
Supplementary Insurance Information
As of and for the Year Ended December 31, 2024
(in millions)
| Segment | Deferred Policy Acquisition Costs | Future Policy Benefits, Losses, Claims Expenses | Unearned Premiums | Other Policy Claims and Benefits Payable | Premiums, Policy Charges and Fee Income | Net Investment Income | Benefits, Claims, Losses and Settlement Expenses | Amortization of DAC | Other Operating Expenses | ||||||||||||||||||||||||||||||||||||||||||||
| PGIM | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 15 | $ | 0 | $ | 2 | $ | 3,097 | |||||||||||||||||||||||||||||||||||
| U.S. Businesses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Institutional Retirement Strategies | 208 | 84,717 | 0 | 18,761 | 22,979 | 4,603 | 26,392 | 10 | 286 | ||||||||||||||||||||||||||||||||||||||||||||
| Individual Retirement Strategies | 4,091 | 1,181 | 0 | 46,105 | 1,312 | 2,124 | 1,042 | 430 | 1,779 | ||||||||||||||||||||||||||||||||||||||||||||
| Retirement Strategies | 4,299 | 85,898 | 0 | 64,866 | 24,291 | 6,727 | 27,434 | 440 | 2,065 | ||||||||||||||||||||||||||||||||||||||||||||
| Group Insurance | 159 | 5,425 | 246 | 5,032 | 5,807 | 531 | 4,949 | 6 | 1,157 | ||||||||||||||||||||||||||||||||||||||||||||
| Individual Life | 7,093 | 26,541 | 0 | 33,046 | 2,910 | 3,147 | 3,862 | 443 | 1,926 | ||||||||||||||||||||||||||||||||||||||||||||
| Total U.S. Businesses | 11,551 | 117,864 | 246 | 102,944 | 33,008 | 10,405 | 36,245 | 889 | 5,148 | ||||||||||||||||||||||||||||||||||||||||||||
| International Businesses | 9,304 | 99,633 | 66 | 54,881 | 12,103 | 5,715 | 12,059 | 646 | 2,314 | ||||||||||||||||||||||||||||||||||||||||||||
| Corporate and Other | (563) | 8,639 | 0 | 4,100 | 394 | 1,726 | 995 | (57) | 2,495 | ||||||||||||||||||||||||||||||||||||||||||||
| Total PFI excluding Closed Block division | 20,292 | 226,136 | 312 | 161,925 | 45,505 | 17,861 | 49,299 | 1,480 | 13,054 | ||||||||||||||||||||||||||||||||||||||||||||
| Closed Block division | 156 | 42,464 | 0 | 5,047 | 1,690 | 2,048 | 3,100 | 12 | 288 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 20,448 | $ | 268,600 | $ | 312 | $ | 166,972 | $ | 47,195 | $ | 19,909 | $ | 52,399 | $ | 1,492 | $ | 13,342 |
PRUDENTIAL FINANCIAL, INC.
Schedule III
Supplementary Insurance Information
As of and for the Year Ended December 31, 2023
(in millions)
| Segment | Deferred Policy Acquisition Costs | Future Policy Benefits, Losses, Claims Expenses | Unearned Premiums | Other Policy Claims and Benefits Payable | Premiums, Policy Charges and Fee Income | Net Investment Income | Benefits, Claims, Losses and Settlement Expenses | Amortization of DAC | Other Operating Expenses | ||||||||||||||||||||||||||||||||||||||||||||
| PGIM | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 268 | $ | 0 | $ | 2 | $ | 2,937 | |||||||||||||||||||||||||||||||||||
| U.S. Businesses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Institutional Retirement Strategies | 139 | 75,431 | 0 | 17,520 | 6,375 | 4,161 | 9,209 | 10 | 210 | ||||||||||||||||||||||||||||||||||||||||||||
| Individual Retirement Strategies | 3,881 | 1,229 | 0 | 30,860 | 1,335 | 1,453 | 713 | 387 | 1,663 | ||||||||||||||||||||||||||||||||||||||||||||
| Retirement Strategies | 4,020 | 76,660 | 0 | 48,380 | 7,710 | 5,614 | 9,922 | 397 | 1,873 | ||||||||||||||||||||||||||||||||||||||||||||
| Group Insurance | 137 | 5,348 | 251 | 5,342 | 5,699 | 517 | 4,869 | 9 | 1,088 | ||||||||||||||||||||||||||||||||||||||||||||
| Individual Life | 7,600 | 24,748 | 0 | 32,266 | 3,180 | 2,879 | 4,152 | 456 | 1,590 | ||||||||||||||||||||||||||||||||||||||||||||
| Total U.S. Businesses | 11,757 | 106,756 | 251 | 85,988 | 16,589 | 9,010 | 18,943 | 862 | 4,551 | ||||||||||||||||||||||||||||||||||||||||||||
| International Businesses | 9,351 | 113,428 | 73 | 51,971 | 13,231 | 5,281 | 12,525 | 622 | 2,488 | ||||||||||||||||||||||||||||||||||||||||||||
| Corporate and Other | (420) | 9,186 | 0 | 4,594 | 396 | 1,347 | 1,035 | (40) | 2,880 | ||||||||||||||||||||||||||||||||||||||||||||
| Total PFI excluding Closed Block division | 20,688 | 229,370 | 324 | 142,553 | 30,216 | 15,906 | 32,503 | 1,446 | 12,856 | ||||||||||||||||||||||||||||||||||||||||||||
| Closed Block division | 168 | 43,587 | 0 | 5,940 | 1,675 | 1,959 | 3,480 | 13 | 272 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 20,856 | $ | 272,957 | $ | 324 | $ | 148,493 | $ | 31,891 | $ | 17,865 | $ | 35,983 | $ | 1,459 | $ | 13,128 |
PRUDENTIAL FINANCIAL, INC.
Schedule IV
Reinsurance
As of and For the Years Ended December 31, 2025, 2024 and 2023
($ in millions)
| Gross Amount | Ceded to Other Companies | Assumed from Other Companies | Net Amount | Percentage of Amount Assumed to Net | ||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||
| Life Insurance Face Amount In Force | $ | 4,227,621 | $ | 1,022,549 | $ | 154,535 | $ | 3,359,607 | 4.6 | % | ||||||||||||||||||||||
| Premiums: | ||||||||||||||||||||||||||||||||
| Life Insurance | $ | 23,367 | $ | 2,447 | $ | 6,990 | $ | 27,910 | 25.0 | % | ||||||||||||||||||||||
| Accident and Health Insurance | 3,004 | 117 | 0 | 2,887 | 0.0 | |||||||||||||||||||||||||||
| Total Premiums | $ | 26,371 | $ | 2,564 | $ | 6,990 | $ | 30,797 | 22.7 | % | ||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||||||
| Life Insurance Face Amount In Force | $ | 4,125,517 | $ | 979,667 | $ | 159,355 | $ | 3,305,205 | 4.8 | % | ||||||||||||||||||||||
| Premiums: | ||||||||||||||||||||||||||||||||
| Life Insurance | $ | 36,320 | $ | 2,384 | $ | 6,167 | $ | 40,103 | 15.4 | % | ||||||||||||||||||||||
| Accident and Health Insurance | 2,902 | 108 | 0 | 2,794 | 0.0 | |||||||||||||||||||||||||||
| Total Premiums | $ | 39,222 | $ | 2,492 | $ | 6,167 | $ | 42,897 | 14.4 | % | ||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||
| Life Insurance Face Amount In Force | $ | 4,173,524 | $ | 891,770 | $ | 165,988 | $ | 3,447,742 | 4.8 | % | ||||||||||||||||||||||
| Premiums: | ||||||||||||||||||||||||||||||||
| Life Insurance | $ | 26,585 | $ | 7,028 | $ | 5,005 | $ | 24,562 | 20.4 | % | ||||||||||||||||||||||
| Accident and Health Insurance | 2,890 | 88 | 0 | 2,802 | 0.0 | |||||||||||||||||||||||||||
| Total Premiums | $ | 29,475 | $ | 7,116 | $ | 5,005 | $ | 27,364 | 18.3 | % |
Item 16. FORM 10-K SUMMARY
None.
GLOSSARY
Throughout this Annual Report on Form 10-K, the Company may use certain abbreviations, acronyms and terms which are defined below.
| Prudential Entities | ||||||||||||||
| Assurance IQ | Assurance IQ, LLC / AIQ | PLNJ | Pruco Life Insurance Company of New Jersey | |||||||||||
| Company | Prudential Financial, Inc. and its subsidiaries | POB | Prudential of Brazil | |||||||||||
| Gibraltar Life | The Gibraltar Life Insurance Company, Ltd. | Pruco Life | Pruco Life Insurance Company | |||||||||||
| Gibraltar Re | Gibraltar Reinsurance Company Ltd. | Prudential | Prudential Financial, Inc. and its subsidiaries | |||||||||||
| PFI | Prudential Financial, Inc. and its subsidiaries | Prudential Financial | Prudential Financial, Inc. | |||||||||||
| PGIM | The global investment management business of Prudential Financial, Inc. | Prudential Funding | Prudential Funding, LLC | |||||||||||
| PGFL | The Prudential Gibraltar Financial Life Insurance Co., Ltd. | Prudential Insurance/PICA | The Prudential Insurance Company of America | |||||||||||
| PHJ | Prudential Holdings of Japan, Inc. | Prudential of Japan | The Prudential Life Insurance Company Ltd. | |||||||||||
| PLIC | Prudential Legacy Insurance Company of New Jersey | Registrant | Prudential Financial, Inc. |
| Defined Terms | |||||||||||||||||
| A.M. Best | A.M. Best Company | Moody's | Moody's Investor Service, Inc. | ||||||||||||||
| AFS Debt Securities | Fixed maturities, available-for-sale, at fair value | Morningstar | Morningstar, Inc. | ||||||||||||||
| Allstate | The Allstate Corporation | NCTI | Net Controlled Foreign Corporation Tested Income | ||||||||||||||
| AuguStar | AuguStar Life Insurance Company, formerly known as The Ohio National Life Insurance Company | Other Postretirement Benefits | Certain health care and life insurance benefits provided by the Company for its retired employees, their beneficiaries and covered dependents | ||||||||||||||
| Board | Prudential Financial's Board of Directors | Pension Benefits | Funded and non-funded non-contributory defined benefit pension plans which cover substantially all of the Company’s employees | ||||||||||||||
| CIO Organization | Chief Investment Officer Organization | Prismic | Prismic Life Holding Company LP | ||||||||||||||
| Closed Block | Certain in-force participating insurance policies and annuity products, along with corresponding assets used for the payment of benefits and policyholders' dividends on these products | Prismic Re | Prismic Life Reinsurance, Ltd. | ||||||||||||||
| Credit-Linked Note Structures | Agreements with external counterparties providing for the issuance of surplus notes by our captive reinsurers in return for the receipt of credit-linked notes | Prismic Re International | Prismic Life Reinsurance International, Ltd. | ||||||||||||||
| Dodd-Frank | Dodd-Frank Wall Street Reform and Consumer Protection Act | Regulation XXX | Valuation of Life Insurance Policies Model Regulation | ||||||||||||||
| Empower | Great-West and Great-West Life & Annuity Insurance Company of New York, now known as Empower Annuity Insurance Company of America and Empower Life & Annuity Insurance Company of New York, respectively | S&P | Standard & Poor's Rating Services | ||||||||||||||
| Exchange Act | The Securities Exchange Act of 1934 | SECURE Act | Setting Every Community Up for Retirement Enhancement (‘SECURE”) Act, together with SECURE 2.0, collectively | ||||||||||||||
| Farmer Mac | Federal Agricultural Mortgage Corporation | Somerset Re | Somerset Reinsurance Ltd. | ||||||||||||||
| Fitch | Fitch Ratings Inc. | Star and Edison Businesses | AIG Star Life Insurance Co., Ltd, AIG Edison Life Insurance Company, AIG Financial Assurance Japan K.K. and AIG Edison Service Co., Ltd., collectively | ||||||||||||||
| Funds Withheld | Assets the Company retains the legal ownership of under certain reinsurance arrangements | Talcott Resolution | Talcott Resolution Life Insurance Company | ||||||||||||||
| GDPR | The European Union’s General Data Protection Regulation | Tax Act of 2017 | The United States Tax Cuts and Jobs Act of 2017 | ||||||||||||||
| Great-West | Great-West Life & Annuity Insurance Company | Tax Act of 2025 | H.R.1, also referred to as the “One Big Beautiful Bill Act” | ||||||||||||||
| Guideline AXXX | The Application of the Valuation of Life Insurance Policies Model Regulation | The Colorado AI Law | Senate Bill 24-205 passed in Colorado, which regulates certain AI systems, and imposes obligations on AI system deployers and developers doing business in Colorado | ||||||||||||||
| Guideline AXXX | The Application of the Valuation of Life Insurance Policies Model Regulation | U.S. GAAP | Accounting principles generally accepted in the United States of America | ||||||||||||||
| Hartford Financial | Hartford Financial Services Group, Inc. | UCL | California’s Unfair Competition law | ||||||||||||||
| Hartford Life Business | The Hartford Financial Services Group's individual life insurance business acquired by Prudential Financial | Wilton Re | Wilton Reassurance Company and Wilton Reinsurance Bermuda Limited, collectively |
| Acronyms | ||||||||||||||
| ACL | Allowance for Credit Losses | GMDB | Guaranteed Minimum Death Benefits | |||||||||||
| AI | Artificial Intelligence | GMIB | Guaranteed Minimum Income Benefits | |||||||||||
| AIR | Additional Insurance Reserves | GMIWB | Guaranteed Minimum Income and Withdrawal Benefits | |||||||||||
| ALM | Asset Liability Management | GMWB | Guaranteed Minimum Withdrawal Benefits | |||||||||||
| AOCI | Accumulated Other Comprehensive Income (Loss) | GSEs | Government Sponsored Entities | |||||||||||
| ASC | Accounting Standards Codification | HDI | Highest Daily Lifetime Income | |||||||||||
| ASU | Accounting Standards Update | HGTO | Head of Global Technology and Operations | |||||||||||
| AUD | Australian Dollar | IAIG | Internationally Active Insurance Groups | |||||||||||
| BEAT | Base Erosion and Anti-Abuse Tax | IAIS | International Association of Insurance Supervisors | |||||||||||
| BMA | Bermuda Monetary Authority | IRA | Individual Retirement Account | |||||||||||
| bps | Basis Points | IRS | Internal Revenue Service | |||||||||||
| CAMT | Corporate |
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