Prudential Financial (PRU) 10-K risk factor changes: FY2025 vs FY2024

We are exposed to investment risk through our investments, which primarily consist of public and private fixed maturity securities, commercial mortgage and other loans, [added: structured finance,] equity securities and alternative assets including private equity, hedge funds and real estate.

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

Additionally, our valuation of investments may include methodologies, inputs and [removed: assumptions] [added: assumptions,] which could result in changes to investment valuations that may materially impact our results of operations or financial condition.

Financial deterioration of the obligor increases the risk of default and may increase the capital charges required under [removed: such regimes as] the [removed: NAIC RBC, the FSA SMR or other constructs to hold the investment and in turn,] [added: regulatory frameworks we are subject to,] potentially [removed: limit] [added: limiting] our overall capital flexibility.

[removed: Our] [added: 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 [removed: to manage market risk] and reinsurance [removed: treaties to manage insurance risk),] [added: 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 [removed: treaties] may also be used to further strategic goals of the Company by facilitating the [removed: acquisition or divestiture] [added: transfer] of [added: risk of] a block of [removed: business] [added: liabilities] if an entity purchase or sale is not practical.

Counterparties include commercial banks, investment banks, [removed: broker-dealers] [added: broker-dealers,] and insurance and reinsurance companies.

[removed: In the event of a counterparty deterioration or default, the] [added: The] magnitude of the losses (e.g., replacement costs) will depend on current market [removed: conditions and] [added: conditions,] the [removed: feasibility (dependent on] [added: complexity of] the [removed: complexity)] [added: transaction,] and [added: the] time [removed: requirement of entering a replacement transaction with a new counterparty.][added: required to restructure or replace the transaction.]

Losses [removed: are] [added: will] likely [removed: to] 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, [removed: as] [added: and] these [removed: asset classes can provide returns over longer periods of time, aligning with the long-term nature of certain] [added: investments have varying degrees] of [removed: our liabilities.][added: price transparency.]

During this transfer process, we assume the risk that actual losses experienced in our insurance products [removed: deviates] [added: deviate] significantly from what we expect.

[added: In] addition, if we experience higher than expected surrenders, withdrawals or claims, our liquidity position may be adversely impacted, and we may incur losses on investments if we are required to sell assets in order to fund surrenders, withdrawals or claims.

- *Mortality calamity* is the risk that mortality rates in a single year deviate adversely from [removed: what is expected] [added: our expectations] as the result of [added: drivers such as] pandemics, natural or man-made disasters, military actions or terrorism.

A mortality calamity event will reduce our earnings and capital and we may be forced to liquidate assets before maturity in order to pay the [removed: excess] [added: higher than expected level of] claims.

- *Mortality trend* is the risk that mortality improvements in the future deviate [removed: adversely] from [removed: what is expected.][added: our expectations.]

An increase in reserves due to revised assumptions [removed: has] [added: could have] an immediate [added: adverse] impact on our results of operations and financial [removed: condition; however,] [added: condition, and] economically the impact [removed: is generally] [added: can be] long term as the excess outflow is paid over time.

We use a variety of [added: other] strategies to further manage our mortality risks, including the use of [removed: reinsurance and] [added: reinsurance,] derivative [removed: instruments.][added: instruments and diversification of our product portfolio.]

Certain of our insurance products are subject to morbidity risk, which is the risk that either incidence, utilization or continuation experience deviates adversely from [removed: what is expected*.*] [added: our expectations*.*] Morbidity risk is a biometric risk that can manifest in the following ways:

In each case, an increase in claims, or an increase in reserves due to revised morbidity assumptions can have an immediate [added: adverse] impact on our results of operations and financial [removed: condition; however, economically] [added: condition, and] the [added: economic] impact [removed: of morbidity risk for products that pay out for ongoing illness or disability generally emerges over the longer term] [added: can be long-term] as the morbidity claims are paid.

Certain of our insurance products are subject to policyholder behavior risk, which is the risk that actual policyholder behavior deviates adversely from [removed: what is expected.][added: our expectations.]

[removed: - *Lapse calamity* is the risk that lapse rates over the short-term deviate adversely from what is expected, for] [added: For] example, surrenders of certain insurance products may increase following a downgrade of our financial strength ratings or adverse publicity.

Lapse calamity can also [removed: impact] [added: affect] our earnings and capital through its impact on estimated future profits.

- *Policyholder behavior [added: (long-term)] risk* is the risk that the behavior of our customers or policyholders deviates adversely from [removed: what is expected.][added: our expectations over the long-term.]

[removed: Policyholder behavior] [added: This] risk arises through product features which provide some degree of choice or flexibility for the policyholder, which can impact the amount and/or timing of claims.

[removed: While some] [added: Policyholder] behavior is driven by [added: factors outside of our control, including] macro factors such as market movements, [removed: policyholder behavior at a fundamental level is driven primarily] [added: as well as] by policyholders’ individual needs, which may differ significantly from product to product depending on many factors including the features offered, the approach taken to market each product, and competitor pricing.

An increase in reserves due to revised assumptions [removed: has] [added: could have] an immediate [added: adverse] impact on our results of operations and financial [removed: condition; however, from an economic or cash flow perspective,] [added: condition, and] the [added: economic] impact [removed: is generally long term] [added: can be long-term] as the excess outflow is [removed: paid over time.][added: paid.]

Our ability to reprice products is limited and may not compensate for deviations from our expected insurance assumptions. Although some of our products permit us to increase premiums or adjust other charges and credits during the life [removed: of the policy or contract, the adjustments permitted under the terms of the policies or contracts may not be sufficient to maintain profitability or may cause the policies or contracts to lapse.]

Market conditions resulting in reductions in the value of assets we manage [removed: has] [added: have] an adverse effect on the revenues and profitability of our investment management business, which depends on fees related primarily to the value of assets under management, and could decrease the value of our strategic investments.

[added: Market conditions can limit availability of hedging] instruments, require us to post additional collateral, and further increase the cost of executing product related hedges and such costs may not be recovered in the pricing of the underlying products being hedged.

[removed: Some product liabilities are expected to have only modest risk related to interest rates because cash flows can be matched by available assets; however, other] [added: For example, some] product liabilities generate long-term cash flows (i.e., 30 years or more), resulting in significant interest rate risk, since these cash flows cannot be matched by assets for sale in the marketplace, exposing the Company to future reinvestment risk.

When interest rates decline or remain low, we must invest in lower-yielding instruments, potentially reducing net investment income and constraining our ability to offer certain [removed: products.]

[removed: Our mitigation efforts with respect to interest rate risk are primarily focused on maintaining an investment portfolio with diversified maturities that has a] [added: The portfolio’s] key rate duration profile [removed: that] is [added: designed to be] approximately equal to [removed: the key rate duration profile] [added: that] of our liability and surplus [removed: benchmarks;] [added: benchmark;] however, these benchmarks are based on estimates of the liability cash flow profiles which are complex and could be inaccurate, especially when markets are volatile.

[added: Fluctuations in foreign currency exchange rates could] adversely affect our profitability, financial condition and cash flows, as well as increase the volatility of our results of operations under U.S. GAAP.

For a discussion of our hedging program and the impact of foreign currency exchange rates on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Impact] [added: Operations—External and Economic Factors—Impact] of Foreign Currency Exchange Rates.”

Certain of our products, particularly certain index-linked annuity and individual life products, include interest crediting guarantees based [removed: on the performance of an index.]

[removed: We use a variety of hedging] [added: Hedging] and risk management strategies, including product features, [added: that we use] to mitigate these risks [removed: in part and we] may [removed: periodically change our strategies over time.][added: not be fully effective.]

Under GAAP, funds withheld and modified coinsurance reinsurance most often create embedded derivatives for the ceding company and the [added: reinsurer, which are measured at fair value.]

The valuation of these embedded derivatives is sensitive to market factors, including credit spreads of the assets held [removed: by the ceding insurer,] [added: on our balance sheet,] and can generate significant volatility in net income depending on market conditions.

This may result if the Company is unable to continue operations during a business continuation event or if systems are [removed: compromised due to] [added: compromised, including as a result of a cyber-attack involving] malware [removed: or] [added: and/or a] virus.

- Cyber-attacks, both systemic (e.g., affecting the internet, cloud services, and/or other financial services industry infrastructure) and targeted (e.g., failures in or breach of our systems or that of third-parties on whom we [removed: rely);][added: rely), such as the cybersecurity incident we experienced and disclosed in February 2024;]

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.

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.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Policyholder behavior risk can manifest in the following ways:

- *Lapse calamity* is the risk that lapse rates over the short-term deviate adversely from our expectations.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

of the policy or contract, the adjustments permitted under the terms of the policies or contracts may not be sufficient to maintain profitability or may cause the policies or contracts to lapse.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

products.

Our mitigation efforts with respect to interest rate risk are primarily focused on maintaining an investment portfolio with diversified maturities.

This is because, for financial reporting purposes, income and expenses are reported in local currency and translated into the U.S. dollar at the applicable currency exchange rate for inclusion in our financial statements.

Therefore, if the U.S. dollar strengthens against other currencies such as the Japanese yen, our revenues reported in U.S. dollars would decline, even if there was no corresponding reduction in the health of our business.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

on the performance of an index.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

The types of operational risks that may impact the Company include, among others, the following:

The potential adverse impacts to our business, results of operations, financial condition or liquidity due to such operational risks include, among others, the following:

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

- Costs and security risks associated with maintaining, upgrading, or replacing our information technology, including legacy systems, could exceed our expectations or we may be required to dedicate additional resources to these activities.

- Planned system upgrades may not be successful or operate as intended, may take longer than anticipated, may exceed their budget, or create or exacerbate previously unknown security vulnerabilities.

AI may be misused by us or by such third parties, or the models or datasets on which the models are trained may be flawed or otherwise may function in an unexpected manner.

See “Business — Regulation — Artificial Intelligence” for a discussion of the applicable laws and regulations relating to the use of AI.

The risks identified above could be exacerbated by agentic AI, which, acting without supervision, could take actions harmful to the Company or our customers.

And we may

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Furthermore, there has been increased scrutiny as well as enacted and proposed additional laws and regulations, including from state regulators, regarding the use of personal and confidential information.

These laws and regulations are increasing in complexity and number, change frequently, and may be subject to interpretation by different regulators and courts.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

business and be subject to regulatory action, penalties or damages.

See Note 25 to the Consolidated Financial Statements and Item 7.

“Management Discussion and Analysis” for additional information regarding instances of employee misconduct in Japan.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Our strategic initiatives may fail to achieve their intended results, due to inadequate execution, incorrect assumptions, global or regional economic conditions, competition, changes in the industries in which we operate or other reasons.

Our ability to successfully execute on strategic transactions is subject to risks.

We have in the past considered and continue to consider a range of strategic transactions, which could include acquisitions, joint venture, divestitures, spin-offs, reinsurance and other corporate transactions.

Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to successfully execute on and realize the expected benefits from these types of transactions.

Any of these types of transactions could be material, be difficult to implement, disrupt our business, or change our business profile, focus or strategy significantly.

Highly bespoke transactions (e.g., strategic reinsurance) may not be replicable with any degree of certainty, possibly causing us to recapture liabilities and reestablish or strengthen reserves and capital, which could reduce capital flexibility.

Public equity and alternative assets have varying degrees of price transparency.

In

We may also benefit from offsetting impacts between our mortality and longevity products in adverse mortality or longevity scenarios; however, the extent of this offset may vary.

Policyholder behavior risk is generally a long-term risk that emerges over time.

Market conditions can limit availability of hedging

Fluctuations in foreign currency exchange rates could

We seek to manage this risk through various hedging strategies, including the use of foreign currency hedges and through holding U.S. dollar-denominated securities in the investment portfolios of certain of these operations.

Additionally, our Japanese insurance operations offer a variety of non-Japanese yen-denominated products.

We manage this risk by hedging substantially all domestic foreign currency-denominated fixed-income investments into U.S. dollars.

These strategies may, however, not be fully effective.

reinsurer, which are measured at fair value.

Our operations are exposed to the risk of loss resulting from inadequate or failed processes or systems, human error or misconduct, and as a result of external events.

An operational risk failure may result in one or more actual or potential impacts to the Company.

Operational risk may be elevated as a result of significant changes to how the Company operates, including organizational changes and transformation efforts underway that increase execution risk.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview” for additional information regarding our business transformation efforts.

such as processing hardware and network capacity, as to which we cannot control the availability or pricing, especially in a highly competitive environment.

If we were found to have infringed or misappropriated a third-party

Technology is moving rapidly and as it does, it puts pressure on existing business models.

Some of the changes we can anticipate are increased choices about how customers want to interact with the Company or how they want the Company to interact with them.

Business—Regulation—International Insurance Regulation—Solvency Regulation” and “Item 7.

The credit rating agencies also evaluate the industry as a whole and may change our credit rating based on their overall view of our industry.

In addition, a sovereign downgrade could result in a downgrade of our subsidiaries operating in that jurisdiction, and ultimately of Prudential Financial and our other subsidiaries.

also reflect contrasting or conflicting values or agendas.

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| [Impact of Changes in the Interest Rate [removed: Environment](#i6499f68519c14246be50ff7f61c88710_187)] [added: Environment](#i8bc3203a4e25496faf1a0bd8b5e27f22_5450)] | | | [removed: [55](#i6499f68519c14246be50ff7f61c88710_187)] [added: [44](#i8bc3203a4e25496faf1a0bd8b5e27f22_5450)] | | |

| [removed: [Results] [added: [Segment Results] of [removed: Operations](#i6499f68519c14246be50ff7f61c88710_190)] [added: Operations](#i8bc3203a4e25496faf1a0bd8b5e27f22_190)] | | | [removed: [57](#i6499f68519c14246be50ff7f61c88710_190)] [added: [48](#i8bc3203a4e25496faf1a0bd8b5e27f22_190)] | | |

| [Consolidated Results of [removed: Operations](#i6499f68519c14246be50ff7f61c88710_190)] [added: Operations](#i8bc3203a4e25496faf1a0bd8b5e27f22_187)] | | | [removed: [57](#i6499f68519c14246be50ff7f61c88710_190)] [added: [47](#i8bc3203a4e25496faf1a0bd8b5e27f22_187)] | | |

| [removed: [Segment Results] [added: [Results] of [removed: Operations](#i6499f68519c14246be50ff7f61c88710_193)] [added: Operations by Segment](#i8bc3203a4e25496faf1a0bd8b5e27f22_235)] | | | [removed: [58](#i6499f68519c14246be50ff7f61c88710_193)] [added: [52](#i8bc3203a4e25496faf1a0bd8b5e27f22_235)] | | |

| [Impact of Foreign Currency Exchange [removed: Rates](#i6499f68519c14246be50ff7f61c88710_223)] [added: Rates](#i8bc3203a4e25496faf1a0bd8b5e27f22_220)] | | | [removed: [60](#i6499f68519c14246be50ff7f61c88710_223)] [added: [44](#i8bc3203a4e25496faf1a0bd8b5e27f22_220)] | | |

| [Accounting Policies & [removed: Pronouncements](#i6499f68519c14246be50ff7f61c88710_226)] [added: Pronouncements](#i8bc3203a4e25496faf1a0bd8b5e27f22_223)] | | | [removed: [62](#i6499f68519c14246be50ff7f61c88710_226)] [added: [73](#i8bc3203a4e25496faf1a0bd8b5e27f22_223)] | | |

| [Application of Critical Accounting [removed: Estimates](#i6499f68519c14246be50ff7f61c88710_226)] [added: Estimates](#i8bc3203a4e25496faf1a0bd8b5e27f22_223)] | | | [removed: [62](#i6499f68519c14246be50ff7f61c88710_226)] [added: [73](#i8bc3203a4e25496faf1a0bd8b5e27f22_223)] | | |

| [Adoption of New Accounting [removed: Pronouncements](#i6499f68519c14246be50ff7f61c88710_235)] [added: Pronouncements](#i8bc3203a4e25496faf1a0bd8b5e27f22_232)] | | | [removed: [69](#i6499f68519c14246be50ff7f61c88710_235)] [added: [79](#i8bc3203a4e25496faf1a0bd8b5e27f22_232)] | | |

| [removed: [U.S. Businesses](#i6499f68519c14246be50ff7f61c88710_241)] [added: U.S. Businesses:] | | | [removed: [74](#i6499f68519c14246be50ff7f61c88710_241)] | | | [added: | | | | | | | | | | | |]

| [removed: [Group Insurance](#i6499f68519c14246be50ff7f61c88710_247)] [added: Group Insurance] | | | [removed: [81](#i6499f68519c14246be50ff7f61c88710_247)] [added: 11] | | | [added: | | | 25 | | | | | | 36 | | |]

| [removed: [Individual Life](#i6499f68519c14246be50ff7f61c88710_250)] [added: Individual Life] | | | [removed: [82](#i6499f68519c14246be50ff7f61c88710_250)] [added: 58] | | | [added: | | | (98) | | | | | | (26) | | |]

| [removed: [International Businesses](#i6499f68519c14246be50ff7f61c88710_253)] [added: International Businesses] | | | [removed: [84](#i6499f68519c14246be50ff7f61c88710_253)] [added: $] | [added: (16)] | | [added: | | | $ | (8) | | | | | $ | (28) | |]

| [removed: [Corporate] [added: Corporate] and [removed: Other](#i6499f68519c14246be50ff7f61c88710_256)] [added: Other] | | | [removed: [88](#i6499f68519c14246be50ff7f61c88710_256)] [added: 0] | | | [added: | | | (6) | | | | | | (2) | | |]

| [removed: [Divested] [added: Divested] and Run-off [removed: Businesses](#i6499f68519c14246be50ff7f61c88710_259)] [added: Businesses:] | | | [removed: [89](#i6499f68519c14246be50ff7f61c88710_259)] | | | [added: | | | | | | | | | | | |]

| [removed: [Closed] [added: Closed] Block [removed: Division](#i6499f68519c14246be50ff7f61c88710_262)] [added: division] | | | [removed: [89](#i6499f68519c14246be50ff7f61c88710_262)] [added: 0] | | | [added: | | | 0 | | | | | | 0 | | |]

| [General Account [removed: Investments](#i6499f68519c14246be50ff7f61c88710_271)] [added: Investments](#i8bc3203a4e25496faf1a0bd8b5e27f22_265)] | | | [removed: [92](#i6499f68519c14246be50ff7f61c88710_271)] [added: [95](#i8bc3203a4e25496faf1a0bd8b5e27f22_265)] | | |

| [Valuation of Assets and [removed: Liabilities](#i6499f68519c14246be50ff7f61c88710_268)] [added: Liabilities](#i8bc3203a4e25496faf1a0bd8b5e27f22_268)] | | | [removed: [112](#i6499f68519c14246be50ff7f61c88710_268)] [added: [115](#i8bc3203a4e25496faf1a0bd8b5e27f22_268)] | | |

| [Liquidity and Capital [removed: Resources](#i6499f68519c14246be50ff7f61c88710_274)] [added: Resources](#i8bc3203a4e25496faf1a0bd8b5e27f22_271)] | | | [removed: [115](#i6499f68519c14246be50ff7f61c88710_274)] [added: [79](#i8bc3203a4e25496faf1a0bd8b5e27f22_271)] | | |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

*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, [removed: 2023] [added: 2024] in comparison to the year ended December 31, [removed: 2022] [added: 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, [removed: 2023.*][added: 2024.*]

[removed: Overview][added: Company Overview]

[removed: We have] [added: Our] operations [added: are] primarily in the United States of America (“U.S.”), Asia, Europe and Latin America.

In September 2023, we, together with Warburg Pincus and a group of institutional investors, [removed: announced the launch of] [added: launched] Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company.

[removed: In conjunction with this announcement, we made an initial equity investment through] [added: Through] our Corporate and Other [removed: operations of approximately $200 million, equivalent to a] [added: operations, we own an approximate] 20% [removed: interest,] [added: equity interest] in Prismic Life Holding Company LP (“Prismic”), the Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic [removed: Re.][added: Re and Prismic Life Reinsurance International, Ltd. (“Prismic Re International”).]

See Note [removed: 15] [added: 2] to the Consolidated Financial Statements for additional information regarding [removed: this transaction.][added: reinsurance.]

As part of this, we [removed: implemented changes to our organizational structure and] recorded [removed: a restructuring charge] [added: charges] of [added: $135 million in the fourth quarter of 2025 and] $200 million in the fourth quarter of 2023.

See Note [removed: 23] [added: 15 to the Consolidated Financial Statements] for additional information regarding [removed: adjusted operating income.][added: these transactions.]

[removed: Outlook][added: Business Outlook]

- *PGIM.* Our global investment management business, PGIM, is focused on maintaining strong investment performance while leveraging the scale of its approximately [removed: $1.375] [added: $1.466] trillion of assets under management and diversified global operations.

We are [removed: broadening] [added: currently centralizing] our distribution channels and [added: unifying our] asset management capabilities [removed: through acquisitions and organic initiatives] to better serve our clients and support [removed: growth as well as providing asset management services to Prismic.][added: sustainable growth.]

In addition to serving third-party [added: institutional and retail] clients, we provide our U.S. and International businesses with a competitive advantage through our investment expertise across a broad array of asset classes, including public and private asset class capabilities.

- *International Businesses.* We remain focused on meeting customers’ [removed: protection] [added: evolving protection, retirement,] and [removed: financial] [added: savings] needs as well as maintaining the underlying strength of our distribution channels.

[removed: *•PGIM.*] [added: - *PGIM.*] After a [removed: long] period of [removed: low] [added: significantly increased] interest rates and [removed: benign] [added: volatile] economic [removed: conditions,] [added: conditions in] 2022 and [removed: 2023] [added: 2023, we] experienced a [removed: sharp rise] [added: modest decline] in [removed: rates,] [added: rates during 2024 and 2025,] combined with [removed: higher] [added: improved] equity market [removed: volatility] [added: conditions] and a [removed: downturn] [added: slight rebound] in the commercial real estate industry.

While the economic outlook has improved, interest [removed: rates] [added: rate movements] remain [removed: elevated] [added: uncertain] and the real estate market is [removed: still] in [removed: the early stages of] [added: a modest] recovery.

We continue to monitor current market conditions and the [added: potential] impact to our businesses [removed: from] [added: in the event of] slowing or negative economic growth.

In addition, we are subject to financial impacts associated with movements in equity markets and the evolution of the credit cycle as discussed in [removed: “—Segment Results of Operations,” where applicable, and more broadly in] “Item 1A.

For additional information regarding interest rate risks, see [removed: “Risk Factors—Market Risk.”][added: “Item 1A.]

These strategies seek to match the liability characteristics of our [removed: products,] [added: products] and to closely approximate the interest rate sensitivity of [removed: the] assets with [removed: the estimated interest rate sensitivity] [added: that] of [removed: the] product liabilities.

[removed: Our asset/liability management program] [added: We] also [removed: helps] manage duration gaps, currency and other risks between assets and liabilities through the use of [removed: derivatives.][added: derivatives, and adjust these strategies as products, customer behavior, and market conditions evolve.]

| [Introduction](#i8bc3203a4e25496faf1a0bd8b5e27f22_5172) | | | [40](#i8bc3203a4e25496faf1a0bd8b5e27f22_5172) | | |

| [Executive Summary](#i8bc3203a4e25496faf1a0bd8b5e27f22_5328) | | | [41](#i8bc3203a4e25496faf1a0bd8b5e27f22_5328) | | |

| [Company Overview](#i8bc3203a4e25496faf1a0bd8b5e27f22_5297) | | | [41](#i8bc3203a4e25496faf1a0bd8b5e27f22_5297) | | |

| [Business Outlook](#i8bc3203a4e25496faf1a0bd8b5e27f22_178) | | | [42](#i8bc3203a4e25496faf1a0bd8b5e27f22_178) | | |

| [E](#i8bc3203a4e25496faf1a0bd8b5e27f22_5232)[xternal and Economic Fac](#i8bc3203a4e25496faf1a0bd8b5e27f22_5232)[tors](#i8bc3203a4e25496faf1a0bd8b5e27f22_5232) | | | [42](#i8bc3203a4e25496faf1a0bd8b5e27f22_5232) | | |

| [Industry Trends](#i8bc3203a4e25496faf1a0bd8b5e27f22_181) | | | [42](#i8bc3203a4e25496faf1a0bd8b5e27f22_181) | | |

| [Results of Operations](#i8bc3203a4e25496faf1a0bd8b5e27f22_187) | | | [47](#i8bc3203a4e25496faf1a0bd8b5e27f22_187) | | |

| [Segment Measures](#i8bc3203a4e25496faf1a0bd8b5e27f22_217) | | | [51](#i8bc3203a4e25496faf1a0bd8b5e27f22_217) | | |

| [PGIM](#i8bc3203a4e25496faf1a0bd8b5e27f22_235) | | | [52](#i8bc3203a4e25496faf1a0bd8b5e27f22_235) | | |

| [Retirement Strategies](#i8bc3203a4e25496faf1a0bd8b5e27f22_241) | | | [56](#i8bc3203a4e25496faf1a0bd8b5e27f22_241) | | |

| [Group Insurance](#i8bc3203a4e25496faf1a0bd8b5e27f22_244) | | | [63](#i8bc3203a4e25496faf1a0bd8b5e27f22_244) | | |

| [Individual Life](#i8bc3203a4e25496faf1a0bd8b5e27f22_247) | | | [65](#i8bc3203a4e25496faf1a0bd8b5e27f22_247) | | |

| [International Businesses](#i8bc3203a4e25496faf1a0bd8b5e27f22_250) | | | [66](#i8bc3203a4e25496faf1a0bd8b5e27f22_250) | | |

| [Corporate and Other](#i8bc3203a4e25496faf1a0bd8b5e27f22_253) | | | [70](#i8bc3203a4e25496faf1a0bd8b5e27f22_253) | | |

| [Divested and Run-off Businesses](#i8bc3203a4e25496faf1a0bd8b5e27f22_256) | | | [71](#i8bc3203a4e25496faf1a0bd8b5e27f22_256) | | |

| [Ratings](#i8bc3203a4e25496faf1a0bd8b5e27f22_328) | | | [93](#i8bc3203a4e25496faf1a0bd8b5e27f22_328) | | |

| [Income Taxes](#i8bc3203a4e25496faf1a0bd8b5e27f22_262) | | | [118](#i8bc3203a4e25496faf1a0bd8b5e27f22_262) | | |

| [Risk Management](#i8bc3203a4e25496faf1a0bd8b5e27f22_331) | | | [118](#i8bc3203a4e25496faf1a0bd8b5e27f22_331) | | |

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:

- “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.

- “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.

- “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.

- “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.

- “Ratings” provides information on the ratings for Prudential Financial and certain of its subsidiaries as of the date of this filing.

- “General Account Investments” provides information about the investment objectives, strategies and overall portfolio composition of the general account that supports the liabilities of our insurance companies.

Investment results are presented separately for our U.S.-based and Japanese-based operations, our Closed Block division, and our Funds Withheld portfolios, which support liabilities relating to reinsurance agreements where the economic benefits and associated investment risk ultimately inure to the reinsurer.

This section should be read in conjunction with Note 3 to the Consolidated Financial Statements.

- “Valuation of Assets and Liabilities” provides additional breakout of the fair value of assets and liabilities for Prudential Financial Inc., excluding those held in the Closed Block division and Funds Withheld portfolios, and separately for the Closed Block division and Funds Withheld portfolios.

This section should be read in conjunction with Note 6 to the Consolidated Financial Statements.

- “Income Taxes” provides information about our effective tax rate and unrecognized tax benefits.

This section should be read in conjunction with Note 17 to the Consolidated Financial Statements.

- “Risk Management” provides detail about our risk governance structure and the framework for evaluating the risks across the Company.

This section should be read in conjunction with “Item 1A.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Overview](#i6499f68519c14246be50ff7f61c88710_178) | | | [52](#i6499f68519c14246be50ff7f61c88710_178) | | |

| [Outlook](#i6499f68519c14246be50ff7f61c88710_181) | | | [53](#i6499f68519c14246be50ff7f61c88710_181) | | |

| [Industry Trends](#i6499f68519c14246be50ff7f61c88710_184) | | | [53](#i6499f68519c14246be50ff7f61c88710_184) | | |

| [Segment Measures](#i6499f68519c14246be50ff7f61c88710_220) | | | [59](#i6499f68519c14246be50ff7f61c88710_220) | | |

| [Results of Operations by Segment](#i6499f68519c14246be50ff7f61c88710_238) | | | [70](#i6499f68519c14246be50ff7f61c88710_238) | | |

| [PGIM](#i6499f68519c14246be50ff7f61c88710_238) | | | [70](#i6499f68519c14246be50ff7f61c88710_238) | | |

| [Retirement Strategies](#i6499f68519c14246be50ff7f61c88710_244) | | | [74](#i6499f68519c14246be50ff7f61c88710_244) | | |

| [Income Taxes](#i6499f68519c14246be50ff7f61c88710_265) | | | [91](#i6499f68519c14246be50ff7f61c88710_265) | | |

| [Ratings](#i6499f68519c14246be50ff7f61c88710_331) | | | [128](#i6499f68519c14246be50ff7f61c88710_331) | | |

| [Risk Management](#i6499f68519c14246be50ff7f61c88710_334) | | | [130](#i6499f68519c14246be50ff7f61c88710_334) | | |

Our initial transaction, effective September 2023, was to reinsure approximately $9 billion, or 70%, of reserves related to our structured settlement annuities business with Prismic Re.

During the fourth quarter of 2024, the Company identified an immaterial error in the application of adjusted operating income, which resulted in an overstatement thereof for indexed variable and fixed annuity products within the Retirement Strategies segment in the first three quarters of 2024 and each of the four quarters of 2023.

As a result, the Company has voluntarily revised its historical adjusted operating income for the relevant periods, resulting in decreases in pre-tax adjusted

operating income of $149 million (unaudited) for the nine months ended September 30, 2024, and $55 million for the year ended December 31, 2023.

These revisions had no impact to “Net income (loss)” for any period as determined in accordance with GAAP.

We plan to continue our transformation towards becoming less market-sensitive, including efforts to further de-risk, such as through reinsurance transactions, and to deliver sustainable long-term growth, including investing in products and solutions that meet the evolving needs of our customers.

Our plan remains to allocate capital across the businesses with the intention of increasing the earnings contribution from our higher-growth businesses and reducing capital allocated to lower-growth, more capital-intensive businesses.

In Individual Retirement Strategies, we continue to execute on our strategy to pivot to less interest rate-sensitive products to ensure we realize appropriate returns within the current economic environment.

We expect to continue to shift our focus to products that provide protected growth and outcomes for our customers across a wide range of economic environments through simpler, technology-enabled channels.

Our strategy is to strengthen our position in Japan while expanding our footprint in select high-growth emerging markets.

We remain committed to enhancing our existing operations while exploring acquisition opportunities to expand scale and complement our portfolio of businesses in emerging markets in support of our long-term growth objectives.

*•U.S. Businesses.* As discussed further under “—Impact of Changes in the Interest Rate Environment” below, interest rates in the U.S. experienced a prolonged period of historically low levels, followed by a sharp rise in 2022 and sustained higher levels in 2023 and 2024.

- *International Businesses.* Our International Businesses’ operations, especially in Japan, have operated in a low interest rate environment for many years, as discussed under “—Impact of Changes in the Interest Rate Environment” below, and these low interest rates negatively impact our net investment spread results and reinvestment yields.

Brazil has the largest population in South America and has recently experienced a modest increase in population.

The nation is undergoing a rapid demographic transition characterized by a growing proportion of aging and middle class populations.

This demographic transition has driven demand for diverse life insurance products, particularly tailored to financial security and wealth protection.

See below for a discussion of the current interest rate environment and its impact to net investment spread in our U.S. and Japanese operations along with the composition of their insurance liabilities and policyholder account balances.

*U.S. Operations excluding the Closed Block* *Division*

While interest rates in the U.S. have experienced a sustained period of historically low levels, rates increased throughout 2022 and have continued to sustain higher levels throughout 2024, and our average reinvestment yield is generally now exceeding our current average portfolio yield.

We adjust this dynamic process as products change, as customer behavior changes and as changes in the market environment occur.

As a result, our asset/liability management process has permitted us to manage the interest rate risk associated with our products through several market cycles.

We also regularly examine our product offerings and their profitability.

The portion of the general account supporting our U.S. Businesses and our Corporate and Other operations has approximately $205 billion of fixed maturity securities and commercial mortgage loans (based on net carrying value) as of December 31, 2024, with an average portfolio yield of approximately 4.9%.

For this portion of the general account attributable to these operations, we estimate annual principal payments and prepayments that we would be required to reinvest to be approximately 7.4% of the fixed maturity security and commercial mortgage loan portfolios through 2026.

Included in the $205 billion of fixed maturity securities and commercial mortgage loans are approximately $170 billion that are subject to call or redemption features at the issuer’s option and have a weighted average interest rate of approximately 5%.

Of this $170 billion, approximately 55% contain provisions for prepayment premiums.

Future operating results will be impacted by (i) the reinvestment of scheduled payments or prepayments (not subject to a prepayment fee) at different rates compared to the current portfolio yield, including in some cases at rates below those guaranteed under our insurance contracts, and (ii) our utilization of other asset/liability management strategies, as described above, in order to maintain favorable net investment spread.

| | | | (in billions) | | |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

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, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| | | | | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| Fixed maturities(2) | | | | | | | | | | | | $ | [removed: 309,562] [added: 331,379] | | | | | $ | [removed: (26,593)] [added: (25,936)] | | | | | | | | | | | $ | [removed: 318,108] [added: 309,562] | | | | | $ | [removed: (30,804)] [added: (26,593)] | |

| Commercial mortgage and other loans | | | | | | | | | | | | [removed: 58,932] [added: 63,971] | | | | | | [removed: (2,148)] [added: (2,242)] | | | | | | | | | | | | [removed: 56,148] [added: 58,932] | | | | | | [removed: (2,275)] [added: (2,148)] | | |

| Futures | | | | | | [removed: 11,792] [added: 13,112] | | | | | | [removed: (16)] [added: (18)] | | | | | | [removed: (369)] [added: (468)] | | | | | | [removed: 11,120] [added: 11,792] | | | | | | [removed: (20)] [added: (16)] | | | | | | [removed: (460)] [added: (369)] | | |

| Options | | | | | | [removed: 139,693] [added: 231,936] | | | | | | [removed: (436)] [added: (59)] | | | | | | [removed: 20] [added: 253] | | | | | | [removed: 85,760] [added: 139,693] | | | | | | [removed: (777)] [added: (436)] | | | | | | [removed: (166)] [added: 20] | | |

| Forwards | | | | | | [removed: 35,144] [added: 42,729] | | | | | | [removed: 268] [added: (203)] | | | | | | [removed: (112)] [added: (275)] | | | | | | [removed: 36,112] [added: 35,144] | | | | | | [removed: (116)] [added: 268] | | | | | | [removed: (125)] [added: (112)] | | |

| Synthetic GICs | | | | | | [removed: 76,416] [added: 75,883] | | | | | | 0 | | | | | | [removed: (1)] [added: 0] | | | | | | [removed: 78,009] [added: 76,416] | | | | | | 0 | | | | | | [removed: (9)] [added: (1)] | | |

| Indexed universal life contracts | | | | | | | | | | | | [removed: (1,434)] [added: (2,295)] | | | | | | [removed: 179] [added: 363] | | | | | | | | | | | | [removed: (1,348)] [added: (1,434)] | | | | | | [removed: 169] [added: 179] | | |

| Indexed annuity contracts | | | | | | | | | | | | [removed: (11,312)] [added: (16,504)] | | | | | | [removed: 137] [added: 158] | | | | | | | | | | | | [removed: (6,404)] [added: (11,312)] | | | | | | [removed: (645)] [added: 137] | | |

| Total embedded derivatives(3) | | | | | | | | | | | | [removed: (12,746)] [added: (18,799)] | | | | | | [removed: 316] [added: 521] | | | | | | | | | | | | [removed: (7,752)] [added: (12,746)] | | | | | | [removed: (476)] [added: 316] | | |

| Short-term and long-term debt | | | | | | | | | | | | [removed: 19,092] [added: 19,794] | | | | | | [removed: 2,730] [added: 2,653] | | | | | | | | | | | | [removed: 18,886] [added: 19,092] | | | | | | [removed: 3,026] [added: 2,730] | | |

| Policyholders’ account balances—investment contracts | | | | | | | | | | | | [removed: 74,871] [added: 85,107] | | | | | | [removed: 3,048] [added: 3,418] | | | | | | | | | | | | [removed: 68,883] [added: 74,871] | | | | | | [removed: 2,786] [added: 3,048] | | |

| Benefit reserves (traditional and limited-payment contracts)(5) | | | | | | | | | | | | [removed: 186,845] [added: 183,428] | | | | | | [removed: 21,294] [added: 19,427] | | | | | | | | | | | | [removed: 192,302] [added: 186,845] | | | | | | [removed: 25,711] [added: 21,294] | | |

| Market risk benefits(6) | | | | | | | | | | | | [removed: 2,124] [added: 2,293] | | | | | | [removed: 1,602] [added: 1,317] | | | | | | | | | | | | [removed: 3,486] [added: 2,124] | | | | | | [removed: 2,113] [added: 1,602] | | |

| Net estimated potential loss | | | | | | | | | | | | | | | | | | $ | [removed: (2,641)] [added: (2,476)] | | | | | | | | | | | | | | | | | $ | [removed: (4,447)] [added: (2,641)] | |

(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 [removed: $304] [added: $325] billion and [removed: $310] [added: $304] billion as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, of fixed maturities are classified as available-for-sale.

(4)Excludes approximately [removed: $169] [added: $185] billion and [removed: $155] [added: $169] billion as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, of certain insurance reserve and deposit liabilities that are not considered financial liabilities.

For information regarding the impacts of changes in the interest rate environment, see “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Executive Summary—Impact] [added: Operations—External and Economic Factors—Impact] of Changes in the Interest Rate Environment” above.

Changes in equity prices create risk that the resulting changes in asset values will differ from the [added: changes in the value of the liabilities relating to the underlying or hedged products.]

The following table sets forth the net estimated potential loss in fair value from such a decline as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| Equity securities(1) | | | | | | | | | $ | [removed: 12,298] [added: 14,918] | | | | | $ | [removed: (1,230)] [added: (1,492)] | | | | | | | | | | | $ | [removed: 10,282] [added: 12,298] | | | | | $ | [removed: (1,028)] [added: (1,230)] | |

| Equity-based derivatives(2) | | | $ | [removed: 116,253] [added: 216,667] | | | | | [removed: 720] [added: 1,393] | | | | | | [removed: (1,538)] [added: (2,532)] | | | | | | $ | [removed: 61,701] [added: 116,253] | | | | | [removed: (441)] [added: 720] | | | | | | [removed: (679)] [added: (1,538)] | | |

| Indexed universal life contracts | | | | | | | | | [removed: (1,434)] [added: (2,295)] | | | | | | [removed: 23] [added: 55] | | | | | | | | | | | | [removed: (1,348)] [added: (1,434)] | | | | | | [removed: 21] [added: 23] | | |

| Indexed annuity contracts | | | | | | | | | [removed: (11,312)] [added: (16,504)] | | | | | | [removed: 2,278] [added: 3,033] | | | | | | | | | | | | [removed: (6,404)] [added: (11,312)] | | | | | | [removed: 1,388] [added: 2,278] | | |

| Total embedded derivatives(2)(3) | | | | | | | | | [removed: (12,746)] [added: (18,799)] | | | | | | [removed: 2,301] [added: 3,088] | | | | | | | | | | | | [removed: (7,752)] [added: (12,746)] | | | | | | [removed: 1,409] [added: 2,301] | | |

| Market risk benefits(4) | | | | | | | | | [removed: 2,124] [added: 2,293] | | | | | | [removed: (848)] [added: (737)] | | | | | | | | | | | | [removed: 3,486] [added: 2,124] | | | | | | [removed: (1,069)] [added: (848)] | | |

| Net estimated potential loss | | | | | | | | | | | | | | | $ | [removed: (1,315)] [added: (1,673)] | | | | | | | | | | | | | | | | | $ | [removed: (1,367)] [added: (1,315)] | |

[removed: Life] [added: 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 additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Impact] [added: 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.

The following table sets forth the net estimated potential loss in fair value from such a change as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | | | |

| Unhedged portion of equity investment in international subsidiaries and foreign currency denominated investments in domestic general account portfolio | | | $ | [removed: 2,859] [added: 4,106] | | | | | $ | [removed: 286] [added: 411] | | | | | $ | [removed: 3,808] [added: 2,859] | | | | | $ | [removed: 381] [added: 286] | |

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 [removed: 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.]

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 [added: inclusion in our ALM strategy.]

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 [removed: Segment—U.S. Businesses—Retirement] [added: Segment—Retirement] Strategies” above.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

| Swaps | | | | | | $ | 312,751 | | | | | (12,761) | | | | | | (1,144) | | | | | | $ | 285,786 | | | | | (11,014) | | | | | | (2,428) | | |

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

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.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

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.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

| Swaps | | | | | | $ | 285,786 | | | | | (11,014) | | | | | | (2,428) | | | | | | $ | 276,414 | | | | | (11,980) | | | | | | (3,768) | | |

Prior period amounts have been updated to conform to current period presentation.

changes in the value of the liabilities relating to the underlying or hedged products.

We benchmark foreign equities against the Tokyo Price Index, and the MSCI EAFE, a market index of European, Australian, and Far Eastern equities.

This volatility has been mitigated by disaggregating the USD and AUD-denominated businesses in Gibraltar

inclusion in our ALM strategy.

[removed: | [Retirement Strategies](#i6499f68519c14246be50ff7f61c88710_28) | | | [5](#i6499f68519c14246be50ff7f61c88710_28) | | |][added: Retirement Strategies]

[removed: | [Group Insurance](#i6499f68519c14246be50ff7f61c88710_31) | | | [7](#i6499f68519c14246be50ff7f61c88710_31) | | |][added: Group Insurance]

[removed: | [Individual Life](#i6499f68519c14246be50ff7f61c88710_34) | | | [9](#i6499f68519c14246be50ff7f61c88710_34) | | |][added: Individual Life]

| [International [removed: Businesses](#i6499f68519c14246be50ff7f61c88710_37)] [added: Businesses](#i8bc3203a4e25496faf1a0bd8b5e27f22_4990)] | | | [removed: [11](#i6499f68519c14246be50ff7f61c88710_37)] [added: [9](#i8bc3203a4e25496faf1a0bd8b5e27f22_4990)] | | |

| [Corporate and [removed: Other](#i6499f68519c14246be50ff7f61c88710_40)] [added: Other](#i8bc3203a4e25496faf1a0bd8b5e27f22_37)] | | | [removed: [13](#i6499f68519c14246be50ff7f61c88710_40)] [added: [10](#i8bc3203a4e25496faf1a0bd8b5e27f22_37)] | | |

| [Closed Block [removed: Division](#i6499f68519c14246be50ff7f61c88710_43)] [added: Division](#i8bc3203a4e25496faf1a0bd8b5e27f22_2748779074826)] | | | [removed: [14](#i6499f68519c14246be50ff7f61c88710_43)] [added: [11](#i8bc3203a4e25496faf1a0bd8b5e27f22_2748779074826)] | | |

| [Seasonality of Key Financial [removed: Items](#i6499f68519c14246be50ff7f61c88710_46)] [added: Items](#i8bc3203a4e25496faf1a0bd8b5e27f22_43)] | | | [removed: [15](#i6499f68519c14246be50ff7f61c88710_46)] [added: [12](#i8bc3203a4e25496faf1a0bd8b5e27f22_43)] | | |

[removed: | [Reinsurance](#i6499f68519c14246be50ff7f61c88710_49) | | | [16](#i6499f68519c14246be50ff7f61c88710_49) | | |][added: Reinsurance]

| [Intangible and Intellectual [removed: Property](#i6499f68519c14246be50ff7f61c88710_52)] [added: Property](#i8bc3203a4e25496faf1a0bd8b5e27f22_49)] | | | [removed: [17](#i6499f68519c14246be50ff7f61c88710_52)] [added: [12](#i8bc3203a4e25496faf1a0bd8b5e27f22_49)] | | |

| [Human Capital [removed: Resources](#i6499f68519c14246be50ff7f61c88710_109)] [added: Resources](#i8bc3203a4e25496faf1a0bd8b5e27f22_106)] | | | [removed: [31](#i6499f68519c14246be50ff7f61c88710_109)] [added: [18](#i8bc3203a4e25496faf1a0bd8b5e27f22_106)] | | |

| [Information About our Executive [removed: Officers](#i6499f68519c14246be50ff7f61c88710_115)] [added: Officers](#i8bc3203a4e25496faf1a0bd8b5e27f22_112)] | | | [removed: [33](#i6499f68519c14246be50ff7f61c88710_115)] [added: [20](#i8bc3203a4e25496faf1a0bd8b5e27f22_112)] | | |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

Prudential Financial, Inc. (“Prudential Financial” or “PFI”), a global financial services leader and premier active global investment manager with approximately [removed: $1.512] [added: $1.609] trillion of assets under management as of December 31, [removed: 2024,] [added: 2025,] has operations in the United States, Asia, Europe and Latin America.

In September 2023, we, together with Warburg Pincus and a group of institutional investors, [removed: announced the launch of] [added: launched] Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company.

[removed: In conjunction with this announcement, we made an initial equity investment through] [added: Through] our Corporate and Other [removed: operations of approximately $200 million, equivalent to a] [added: operations, we own an approximate] 20% [removed: interest,] [added: equity interest] in Prismic Life Holding Company LP (“Prismic”), the Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic [removed: Re.][added: Re and Prismic Life Reinsurance International, Ltd. (“Prismic Re International”).]

[removed: For additional information regarding related party transactions, see] [added: See] Note [removed: 24] [added: 15] to the Consolidated Financial [removed: Statements.][added: Statements for additional information regarding our transactions with Prismic Re and Prismic Re International.]

[removed: U.S. Businesses—Retirement] [added: | Institutional Retirement] Strategies [added: | | | | | |]

[removed: Serves] [added: Retirement Strategies serves] the retirement needs of both our institutional and individual customers.

Our Institutional Retirement Strategies business develops and distributes retirement investment and income products and services to retirement plan sponsors in the public, [removed: private] [added: private,] and not-for-profit sectors, both domestically and internationally, primarily within the United Kingdom.

[removed: |] Products [removed: | | | | | |]

[removed: Retirement Strategies (Continued)][added: | Individual Retirement Strategies | | | | | |]

[removed: U.S. Businesses—Group] [added: | Group Life] Insurance [added: | | | | | |]

[removed: Provides] [added: Group Insurance provides] and distributes a full range of group life, long-term and short-term group [removed: disability] [added: disability,] and group [removed: corporate bank] [added: corporate-, bank-,] and trust-owned life [removed: insurance across the U.S. to institutional clients, professional associations and affinity groups to enhance employee and membership benefit plans.][added: insurance.]

Additionally, we offer [removed: voluntary products] [added: supplemental health solutions] including accident, critical [removed: illness] [added: illness,] and hospital indemnity.

[removed: Group Insurance (Continued)][added: | [Group Insurance](#i8bc3203a4e25496faf1a0bd8b5e27f22_2748779074452) | | | [6](#i8bc3203a4e25496faf1a0bd8b5e27f22_2748779074452) | | |]

[removed: Develops] [added: Individual Life develops] and distributes variable life, universal [removed: life] [added: life,] and term life insurance products primarily to U.S. mass middle (households with investable assets in excess of $25,000 or annual income in excess of $50,000), mass affluent (households with investable assets or annual income in excess of [removed: $100,000)] [added: $100,000),] and affluent (households with investable assets in excess of $250,000) customers with a focus on providing life insurance solutions to protect individuals, [removed: families] [added: families,] and [removed: businesses] [added: businesses,] and to support estate and wealth transfer planning.

[removed: Individual Life (Continued)][added: | [Individual Life](#i8bc3203a4e25496faf1a0bd8b5e27f22_5067) | | | [7](#i8bc3203a4e25496faf1a0bd8b5e27f22_5067) | | |]

[removed: Develops] [added: International Businesses develops] and distributes life insurance, retirement products, investment [removed: products] [added: products,] and certain accident and health products with fixed benefits to [added: affluent,] mass [removed: affluent] [added: affluent,] and [removed: affluent] [added: broad middle income] customers [removed: through our Life Planner operations] [added: predominantly] in Japan, [removed: Brazil] [added: Brazil,] and [removed: Mexico.][added: Mexico, as well as through joint ventures in Chile, China, India, and Indonesia, and through strategic investments in Ghana and South Africa.]

Includes corporate [removed: items] [added: operations] and initiatives that are not allocated to our business segments, certain businesses whose financial results and operations are not considered significant, and businesses that have been or will be divested or placed in wind-down status, except for the Closed Block.

*Corporate [removed: Operations—*Consists] [added: Operations and Initiatives—*Consists] primarily of: (1) capital that is not deployed in any business segment; (2) investments not allocated to business segments; (3) capital debt; (4) our qualified and non-qualified pension and other employee benefit plans, after allocations to business segments; (5) corporate-level activities, after allocations to business segments, primarily including strategic expenditures, acquisition and disposition costs, corporate governance, corporate advertising, philanthropic activities, deferred compensation, and costs related to certain contingencies and legal matters; (6) expenses associated with the multi-year plan of programs that span across our businesses and the functional areas that support those businesses; (7) certain retained obligations relating to pre-demutualization policyholders; (8) impacts of risk management activities pursuant to our Risk Appetite Framework; (9) the foreign currency income hedging program used to hedge certain non-U.S. dollar denominated earnings in our International Businesses segment; (10) intercompany arrangements with our International Businesses and PGIM segments to translate certain non-U.S. dollar-denominated earnings at fixed currency exchange rates; (11) [removed: results] [added: certain funding agreement issuances used in a spread lending capacity; (12) the consolidation] of certain [removed: consolidated] [added: entities, including] investment funds managed by our PGIM [removed: business; (12)] [added: business, where the Company’s segments have collectively obtained controlling financial interest; (13)] Prudential Advisors, Prudential’s proprietary nationwide [removed: sales] [added: advice] organization; [removed: (13)] [added: (14)] the Company’s share of earnings in Prismic as well as the invested assets supporting the contracts reinsured with Prismic Re via coinsurance with funds withheld arrangements and the offsetting funds withheld payable; and [removed: (14)] [added: (15)] transactions with and between other segments, including the elimination of intercompany transactions for consolidation purposes.

| PGIM | | | Higher compensation expense(1) | | | [added: Lower compensation expense] | | | [added: Lower compensation expense] | | | [added: Lower compensation expense] | | |

| Individual Life | | | Lowest underwriting gains | | | [added: Higher underwriting gains] | | | Highest underwriting gains | | | [added: Lower underwriting gains] | | |

| International Businesses | | | Highest premiums | | | Lower premiums | | | [added: Lower premiums] | | | Lowest premiums | | |

| Corporate & Other | | | Higher compensation expense(1) | | | [added: Lower expenses] | | | [added: Lower expenses] | | | [added: Higher expenses] | | |

[removed: For additional details related to certain of these agreements, see] [added: See] Note 15 to the Consolidated Financial [removed: Statements.][added: Statements for additional details regarding these agreements.]

[removed: | Group Insurance | | | Ceded | | | Ceded] [added: We use ceded] reinsurance on most products to [added: (1)] limit losses from large claims, [added: (2)] in response to client [removed: requests] [added: requests,] and [added: (3)] for capital management purposes. [removed: | | |]

[removed: | International Businesses | | | Ceded | | | Ceded] [added: We use ceded] reinsurance to [added: (1)] mitigate mortality and morbidity risk for certain products and [removed: also] [added: (2)] for capital management purposes. [removed: | | |]

In recent years we have experienced, and expect to continue to experience, extensive changes in the laws and regulations, and regulatory frameworks applicable to our [removed: businesses in the U.S. and internationally.][added: businesses.]

The primary regulatory frameworks applicable to the Company are described further [removed: below under the following section headings:][added: below.]

[removed: *•*Dodd-Frank] [added: The Dodd-Frank] Wall Street Reform and Consumer Protection Act [added: (“Dodd-Frank”) established a framework for regulation by both the SEC and the CFTC of the over-the-counter derivatives markets.]

| [Overview](#i8bc3203a4e25496faf1a0bd8b5e27f22_19) | | | [2](#i8bc3203a4e25496faf1a0bd8b5e27f22_19) | | |

| [PGIM](#i8bc3203a4e25496faf1a0bd8b5e27f22_1649267446635) | | | [3](#i8bc3203a4e25496faf1a0bd8b5e27f22_1649267446635) | | |

| [Retirement Strategies](#i8bc3203a4e25496faf1a0bd8b5e27f22_2748779074530) | | | [4](#i8bc3203a4e25496faf1a0bd8b5e27f22_2748779074530) | | |

| [Regulation](#i8bc3203a4e25496faf1a0bd8b5e27f22_52) | | | [13](#i8bc3203a4e25496faf1a0bd8b5e27f22_52) | | |

| [Available Information](#i8bc3203a4e25496faf1a0bd8b5e27f22_109) | | | [19](#i8bc3203a4e25496faf1a0bd8b5e27f22_109) | | |

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.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

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 through third-party client channels to both institutional and retail clients.

Our centralized approach to product development, distribution, and marketing provide our clients with innovative investment solutions across our public and private markets capabilities.

Our major distribution channels are:

- Institutional—The Institutional Client Group develops relationships with large institutions globally, coordinating with integrated teams across regions and countries that provide specialized support by asset class.

- Retail—Retail and Financial Intermediary Distribution offers actively managed investment solutions, including mutual funds, listed and unlisted closed-end funds, exchange-traded funds (“ETFs”), and separately managed accounts to individual investors, defined contribution plans, and financial intermediaries in the U.S., as well as Undertakings for the Collective Investment in Transferable Securities (“UCITS”) and other investment solutions to financial intermediaries in select countries across Europe, Asia, and Latin America.

In addition to these third-party client channels, PGIM provides investment management services across a broad array of asset classes for the Company’s general account and certain separate accounts of our affiliated insurance and retirement businesses.

Revenues and Profitability

Our revenues primarily come in the form of asset management fees, which are typically calculated based upon a percentage of assets under management.

In certain asset management arrangements, we also receive performance-based incentive fees when the return on the managed assets exceeds certain benchmark returns or other performance targets.

In addition, we earn revenues from commercial mortgage origination and servicing, along with transaction fees that are primarily related to real estate and private fixed income in connection with the structuring, sale, or purchasing of assets.

Additionally, we hold seed and co-investments in some of our investment products to either (i) seed new products or investment strategies in order to develop a track record prior to obtaining third-party investments, or (ii) co-invest alongside clients in PGIM-managed funds to demonstrate that our interests are aligned with theirs.

As a result, we participate in the investment returns from these seed and co-investments.

Our profitability is substantially impacted by macro market movements (e.g., interest rates, credit spreads, and equity market performance), our ability to achieve investment returns above the target benchmarks, and our ability to attract and retain client investments.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Competition

We compete with numerous asset managers and other financial institutions.

For our investment management products, we compete based on a number of factors, including investment performance, strategy and process, talent, organizational stability, and client relationships.

We offer products across multiple asset classes, with specialized investment teams that employ approaches designed to add value in each product area or asset class.

Our organizational stability and robust institutional and retail businesses have helped attract and retain talent critical to delivering investment results for clients.

Our private credit and commercial real estate lending businesses compete based on price, terms, execution, and the strength of our relationship with the borrower.

Our public fixed income investment capability competes based on our ability to deliver robust investment returns and customized solutions while maintaining operational excellence.

The primary components of our material product types are described as follows:

| Group Annuities and Other Products | | | • Pension risk transfers, which include non-participating group annuity insurance and reinsurance contracts issued to pension plan sponsors and intermediaries, under which we assume all investment and actuarial risk associated with a group of specified participants within a plan in return for a premium typically paid as a lump-sum at inception. These annuities provide a predictable source of monthly income, generally for the life of the annuitant. • Guaranteed investment contracts and funding agreements, which contain an obligation to pay interest at a specified rate and to repay principal at maturity or following contract termination. • Structured settlements, which provide guaranteed periodic tax-free payments to claimants. | | |

| International Reinsurance | | | Longevity reinsurance contracts with counterparties from which we earn a fee for assuming the longevity risk of pension plans that have been insured by third-parties. Premiums for these products are typically paid over the duration of the contract as opposed to a lump sum at inception. | | |

| Investment-Only Stable Value Wraps | | | Investment-only products for use in institutional capital markets and qualified plans, primarily including fee-based wraps through which customer funds are held in a client-owned trust and investment results are passed through to the customer. Obligations are backed by our general account, where we bear some or all the investment and asset-liability management risk. | | |

| --- | --- | --- | --- | --- | --- |

| [Overview](#i6499f68519c14246be50ff7f61c88710_19) | | | [2](#i6499f68519c14246be50ff7f61c88710_19) | | |

| [PGIM](#i6499f68519c14246be50ff7f61c88710_25) | | | [3](#i6499f68519c14246be50ff7f61c88710_25) | | |

| [Regulation](#i6499f68519c14246be50ff7f61c88710_55) | | | [18](#i6499f68519c14246be50ff7f61c88710_55) | | |

| [Available Information](#i6499f68519c14246be50ff7f61c88710_112) | | | [32](#i6499f68519c14246be50ff7f61c88710_112) | | |

As this investment is accounted for under the equity method, both Prismic and Prismic Re are considered related parties.

Our strategy centers on leveraging our mutually-reinforcing business system to become a higher growth, less market-sensitive and more nimble company.

Provides investment management services and solutions related to public fixed income, public equity, real estate debt and equity, private credit and other alternatives, and multi-asset class strategies, to institutional and retail clients globally, as well as our insurance and retirement businesses.

| Products Our products and services are offered through the following businesses: •PGIM Fixed Income—provides global active asset management services across public fixed income markets, as well as alternatives. •Jennison Associates—provides active fundamental public equity and fixed income asset management services across an array of growth, value, global and specialty equity strategies, as well as fixed income strategies. •PGIM Quantitative Solutions—provides a range of systematic, customized solutions across equity, multi-asset, and liquid alternative platforms. •PGIM Private Capital—provides private credit solutions across the risk spectrum including investment grade, high yield, direct lending and mezzanine financing. •PGIM Real Estate—provides a broad range of public and private real estate debt and equity strategies as well as private equity investments with a focus on secondary transactions in the small and mid-cap market. •PGIM Investments—offers actively managed investment solutions, including mutual funds, listed and unlisted closed-end funds, exchange-traded funds (“ETFs”) and separately managed accounts to individual investors, defined contribution plans and financial intermediaries in the U.S., as well as Undertakings for the Collective Investment in Transferable Securities (“UCITS”) and other investment solutions to financial intermediaries in select countries across Europe, Asia and Latin America. Additionally, operates local asset management businesses in Taiwan and India and has interests in an operating joint venture in China. •PGIM Multi-Asset Solutions—provides public and private multi-asset class liability-driven investment solutions to institutional clients. We hold seed and co-investments in some of our investment products to either (i) seed new products or investment strategies in order to develop a track record prior to obtaining third-party investments, or (ii) co-invest alongside clients in PGIM-managed funds to demonstrate that our interests are aligned with theirs. | | | Marketing and Distribution We primarily distribute products through the following channels: •Institutional ◦Proprietary sales force for each PGIM business with independent marketing and client service teams. ◦PGIM’s Institutional Relationship Group, which develops relationships with, and introduces PGIM’s broad capabilities to, large institutions globally. •Retail ◦Third-party intermediaries and product manufacturers/distributors globally who include our investment options in their products and platforms. ◦Distribution channels associated with other Prudential business segments. ◦Financial professionals associated with Prudential Advisors, Prudential’s proprietary nationwide sales organization. •General Account ◦Provide investment management services across a broad array of asset classes for our general account. | | |

PGIM (Continued)

| Revenues and Profitability Our revenues primarily come from: •Asset management fees, which are typically calculated based upon a percentage of assets under management. In certain asset management arrangements, we also receive performance-based incentive fees when the return on the managed assets exceeds certain benchmark returns or other performance targets. •Revenues from commercial mortgage origination and servicing. •Transaction fees earned in connection with the structuring, sale or purchase of assets, primarily related to real estate and private fixed income. •Investment returns from seed and co-investments. Our profitability is substantially impacted by: •Macro market movements (e.g., interest rates, credit spreads and equity market performance). •Our ability to achieve investment returns above the target benchmarks. •Our ability to attract and retain client investments. | | | Competition We compete with numerous asset managers and other financial institutions. For our investment management products, we compete based on a number of factors, including investment performance, strategy and process, talent, organizational stability and client relationships. We offer products across multiple asset classes, with specialized investment teams that employ approaches designed to add value in each product area or asset class. Our organizational stability and robust institutional and retail businesses have helped attract and retain talent critical to delivering investment results for clients. Our private credit and commercial real estate lending businesses compete based on price, terms, execution and the strength of our relationship with the borrower. | | |

| We offer a variety of products and solutions to serve different retirement needs and goals: *Institutional Retirement Strategies* Payout Annuities: products that provide a predictable source of monthly income, generally for the life of the annuitant. •Pension risk transfer—non-participating group annuity insurance and reinsurance contracts issued to pension plan sponsors and intermediaries, under which we assume all investment and actuarial risk associated with a group of specified participants within a plan in return for a premium typically paid as a lump-sum at inception. •Pension risk transfer—longevity reinsurance contracts with counterparties from which we earn a fee for assuming the longevity risk of pension plans that have been insured by third-parties. Premiums for these products are typically paid over the duration of the contract as opposed to a lump-sum at inception. Stable Value: products where our obligations are backed by our general account, and where we bear some or all of the investment and asset-liability management risk, depending on the product. •Investment-only products—for use in institutional capital markets and qualified plans primarily including fee-based wraps through which customers’ funds are held in a client-owned trust and investment results pass through to the customer. We earn fee revenue for providing a guaranteed minimum interest rate backed by the general account. •Guaranteed Investment Contracts and Funding Agreements—contain an obligation to pay interest at a specified rate and to repay principal at maturity or following contract termination. Other products: includes structured settlements and other group annuities. *Individual Retirement Strategies* Indexed Variable Annuities •The Prudential FlexGuard® indexed variable annuity, offers the contractholder an opportunity to allocate funds to variable subaccounts and index-based strategies. The strategies provide an interest component linked to, but not an investment in, the selected index, and its performance over the elected term, subject to certain contractual minimums and maximums, and also provides varying levels of downside protection at pre-determined levels and durations. The product also allows for additional deposits and provides a Return of Purchase Payment (“ROP”) death benefit at no additional charge. | | | •The Prudential FlexGuard® Income indexed variable annuity offers similar investment and crediting features as the Prudential FlexGuard® product, with a focus on income protection by providing a protected income benefit for an additional fee. Crediting strategies are limited during the income phase. Traditional Variable Annuities •The Prudential Premier® Investment Variable Annuity (“PPI”) offers tax-deferred asset accumulation, annuitization options and an optional death benefit that guarantees the contractholder’s beneficiary a return of total purchase payments made to the contract, adjusted for any partial withdrawals, upon death. •The Prudential MyRock® Advisor Variable Annuity, a fee-based product that offers an optional Dynamic Income Benefit (“IB”) rider that provides longevity protection through a preset withdrawal percentage applied to a variable income base. In addition, the product offers either a basic death benefit or an ROP death benefit. Both the IB and the ROP are available for an additional fee. Fixed Annuities •PruSecure®, SurePath® and SurePath® Income, all single premium fixed indexed annuities, offer flexibility to allocate account balances between an index-based strategy and a fixed rate strategy. The index-based strategy provides interest or an interest component linked to, but not an investment in, the selected index, and its performance over the elected term (i.e., 1, 3 or 5 years for PruSecure® and 1 or 3 years for SurePath® and SurePath® Income), subject to certain contractual minimums and maximums. The fixed rate strategy, not associated with an index, offers a guaranteed growth at a set interest rate for one year and can be renewed annually. Additionally, SurePath® Income offers a benefit that provides for guaranteed lifetime withdrawal payments. •The Prudential Fixed Annuity with Daily Advantage Income Benefit® (“DAI”), a single premium fixed annuity, provides principal protection as well as a guaranteed lifetime withdrawal income payment for an additional fee. The lifetime income amount increases daily without exposure to the equity market until the contractholder begins taking withdrawals. •The Prudential WealthGuardSM Multi-Year Guaranteed Annuity, a single premium fixed rate deferred annuity launched in August 2023, provides tax-deferred growth and guaranteed rate of return over an initial guaranteed rate period (i.e., 3, 5 or 7 years). •The Prudential Immediate Income Annuity (“PIIA”), a single premium immediate annuity, provides a regular stream of benefit payments. The payments are guaranteed, cannot be changed and are higher than those guaranteed on products that provide liquidity. | | |

| Revenues and Profitability Our revenues primarily come in the form of: *Institutional Retirement Strategies* •Premiums associated with insurance and reinsurance contracts and our payout annuities. •Policy charges and fee income based on account values of our fee-based stable value and longevity reinsurance products. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on pricing models that consider the investment environment and our risk, fees, expenses, profitability targets, and assumptions for mortality and potential for early retirement. These assumptions may be less predictable in certain markets. *Individual Retirement Strategies* •Fee income from asset management fees and service fees, which represent administrative service and distribution fees from many of our proprietary and non-proprietary mutual funds. The asset management fees are determined as a percentage of the average assets of our proprietary mutual funds in our variable annuity products (net of sub-advisory expenses related to non-proprietary sub-advisors). •Policy charges and fee income representing mortality, expense and other fees for various insurance-related options and features based on the average daily net asset value of the annuity separate accounts, account value, premium, or guaranteed value, as applicable. •Investment income (which contributes to the net spread over interest credited on certain products and related expenses) and interest income on collateral posted to counterparties. Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on: •An evaluation of the risks assumed and consideration of applicable risk management strategies, including hedging and reinsurance costs. •Assumptions regarding investment returns and contractholder behavior, including persistency, benefit utilization and the timing and efficiency of withdrawals for contracts with living benefit features, as well as other assumptions. | | | Marketing and Distribution *Institutional Retirement Strategies* We primarily distribute products through the following channels: •Pension risk transfer through actuarial consultants and third-party brokers. •Structured settlements through third-party specialized brokers. •Voluntary income products and other group annuities directly to plan sponsors. •Stable value products through our proprietary sales force and third-party intermediaries. *Individual Retirement Strategies* Our distribution efforts, which are supported by a network of internal and external wholesalers, are executed through a diverse group of distributors, including: •Third-party distribution through: ◦Broker-dealers; ◦Banks and wirehouses; ◦Independent financial planners; and ◦Independent Marketing Organizations (“IMO”) (specifically for SurePath® and SurePath® Income). •Financial professionals associated with Prudential Advisors, Prudential’s proprietary nationwide sales organization. Competition *Institutional Retirement Strategies* We compete with other large, well-established insurance companies, asset managers and diversified financial institutions primarily based on: •Pricing. •Structuring capabilities. •Our ability to offer innovative product solutions and successfully execute large-scale transactions. We are a leader in providing innovative pension risk management solutions to plan sponsors and in the stable value market. We believe the pension risk transfer market continues to offer attractive opportunities that are aligned with our expertise. *Individual Retirement Strategies* We are among the industry’s largest providers of individual annuities and we compete with other providers of retirement savings and accumulation products, including large, well-established insurance and financial services companies, and private equity firms. We believe our competitive advantage lies primarily in our innovative product features and our risk management strategies as well as brand recognition, financial strength, the breadth of our distribution platform and our customer service capabilities. We periodically adjust product offerings, prices and features based on the market and our strategy, with a goal of achieving customer and enterprise value. | | |

Our services also include plan administration and absence management, covering employee paid and unpaid leave including the Family Medical Leave Act, the Americans with Disabilities Act and Paid Family Leave.

In 2024, we expanded into the medical stop loss market, with coverage effective dates starting from January 1, 2025.

| Products We offer a variety of products, through both non-experience- rated contracts (where we assume all mortality/morbidity risk) and experience-rated contracts (where mortality/morbidity experience is shared between us and the clients), and services through the following businesses: Group Life Insurance •Employer-paid, employee-paid and member-paid coverages for term life, group universal life and group variable universal life insurance, as well as accidental death and dismemberment insurance. Certain coverages allow employees to retain their coverage when they change employers or retire, and we offer waiver of premium coverage in the event the insured suffers a qualifying disability. •Group corporate-, bank- and trust-owned life insurance in the form of group variable life insurance contracts utilizing separate accounts. These products are typically used by large corporations to fund deferred compensation plans and benefit plans for retired employees. Group Disability Insurance & Other •Short-term and long-term group disability insurance, which protect against loss of wages due to illness or injury. Short-term disability generally provides weekly benefits for three to six months while long-term disability benefits are typically paid monthly, following a waiting period, and generally continue until the insured either returns to work or reaches normal retirement age. •Other supplemental health solutions, including accident, critical illness and hospital indemnity plans which help offset expenses associated with medical events. •Plan administration and absence management services. State, federal and company paid-leave solutions that assist employers in minimizing the administrative workload of managing their leave programs while ensuring compliance with complex state legislation. •Medical stop loss insurance, which is a risk management product aimed at helping protect self-insured employers against catastrophic medical claims that exceed predetermined levels. Our stop loss product offerings include both specific and aggregate stop loss coverage. Specific stop loss covers claims for an individual at a set deductible level while aggregate stop loss limits total claims paid by an employer for an entire group of employees during a contract period. | | | Marketing and Distribution We primarily distribute products through a proprietary sales force organized around market segments in conjunction with employee benefit brokers and consultants. We define our market segments as follows: •National Market—employer groups having over 5,000 benefit eligible employees. •Premier Market—employer groups having between 100 and 5,000 benefit eligible employees. •Association—affinity groups, regardless of size. | | |

| Revenues and Profitability Our revenues primarily come in the form of: •Premiums and policy charges for our group life, group disability and supplemental health products. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products, many of which include multiple year premium rate guarantees. We price our products based on: •Underwriting practices and rating systems that consider company, industry and/or other experience. •The expected pay-out of benefits and other costs that we calculate using assumptions for mortality and morbidity rates, interest rates and expenses, depending upon the specific product features. | | | Competition We compete with many large, well-established life and health insurance providers in mature markets. Our primary competitive advantages include brand recognition, financial strength and a diverse range of product offerings that help employers create comprehensive benefits programs that support the well-being of their employees. Additionally, we emphasize customer relationships and overall experience. While the majority of our premiums are derived from the National Market segment, we continue to diversify our book through growth of the Premier Market and Association segments. Employee-paid coverage is important as employers attempt to control costs and shift benefit decisions and funding to employees who continue to value workplace benefits. Our profitability is dependent, in part, on the voluntary coverage marketplace, which will be affected by future employment and compensation rates. | | |

U.S. Businesses—Individual Life

| Products We offer a variety of products, consisting of base contracts and riders (such as our accelerated death benefit rider), that serve different protection needs and goals, including: Variable Life—permanent coverage for life with potential to accumulate policy cash value based on underlying investment options. •Our variable life policies offer flexibility in payment options and the potential to accumulate cash value through a suite of underlying investment options or a fixed rate option. •Indexed variable life policies provide index-linked investment options (index strategies) in addition to a suite of underlying investment options or a fixed rate option. Index strategies credit interest to the cash value that is linked to, but not an investment in, the performance of an external index, subject to certain parameters such as cap, step, participation, and buffer rates, as well as contractual minimums/maximums. Universal Life—permanent coverage for life with the potential to accumulate policy cash value. •Our universal life policies offer flexibility in payment options and the potential to accumulate cash value in an account that earns interest based on a crediting rate determined by the Company, subject to contractual minimums. •Indexed universal life policies provide interest credited to the cash value that is linked to, but not an investment in, the performance of an external index subject to certain cap and participation rates as well as contractual minimums/maximums. Term Life—coverage for a specified number of years with a guaranteed tax-advantaged death benefit. •Most of our term life policies offer an income tax-free death benefit and guaranteed premiums that will stay the same during the level-premium period. •Most of our term life policies also offer a conversion option that allows the policyholder to convert the policy into a permanent policy that can potentially cover the insured for life. Other •Final Expense Insurance—a whole life product that provides coverage in smaller face amounts, typically used for funeral expenses. | | | Marketing and Distribution Our distribution efforts, which are supported by a network of internal and external wholesalers, are executed through a diverse group of distributors, including: *•*Third-party distribution through: ◦Independent brokers; ◦Banks and wirehouses; and ◦General agencies and producer groups. •Financial professionals associated with Prudential Advisors, Prudential’s proprietary nationwide sales organization. •Trusted Partnerships, via embedded digital solutions through: ◦Credit Unions; ◦Mortgage originators; ◦Affinities; and ◦Digital marketing affiliates/paid media efforts. | | |

| Revenues and Profitability Our revenues primarily come in the form of: •Premiums that are fixed in accordance with the terms of the policies. •Policy charges and fee income consisting of in-force policy- and/or asset-based fees. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on our assumptions of future: •Mortality and morbidity; •Policyholder behavior; •Interest rates and investment returns; •Expenses; •Premium payment patterns; •Performance and cost of ceded reinsurance; •Separate account fund performance; and •Product-generated tax deductions. | | | Competition We compete with many large, well-established life insurance companies in a mature market. We compete primarily based on price, service (including the speed and ease of underwriting), distribution channel relationships, brand recognition and financial strength. We periodically adjust product offerings, prices and features based on the market and our strategy, with a goal of achieving customer and enterprise value. | | |

Our Gibraltar Life and Other operations also provide similar products, as well as advisory and administration services, through multiple distribution channels (including Life Consultants, banks and independent agencies) to broad middle income and mass affluent customers across Japan, through our joint ventures in Chile, China, India and Indonesia, and through our strategic investments in Ghana, Kenya and South Africa.

| Products Our products are classified into the following four categories: Life Insurance Protection Products—include various traditional whole life products that provide either level or increasing coverage, and that offer limited or lifetime premium payment options. •We also offer increasing, decreasing and level benefit term insurance products that provide coverage for a specified time period, as well as protection-oriented variable life products. •Some of these protection products are denominated in U.S. dollars and some are sold as bundled products that, in addition to death protection, include health benefits or savings elements. Retirement Products—include retirement income products that combine insurance protection similar to term life with: •A lifetime income stream that commences at a predefined age; •A savings-oriented variable life product that provides a non-guaranteed return linked to an underlying investment portfolio of equity and fixed income funds selected by the customer; and •Endowments that provide payment of the face amount on the earlier of death or policy maturity. Investment Products—primarily represented by U.S. dollar- and yen-denominated investment contracts sold by our operations in Japan and include: •Single-pay products where credited interest rates are guaranteed for a specified period of time and impose a market value adjustment if the contract is not held to maturity. •Variable and indexed annuities that provide a non-guaranteed return or a return based on a selected index with performance subject to certain contractual maximums and minimums providing downside protection. Accident and Health Products—that provide the following: •Benefits to cover accidental death and dismemberment, hospitalization, surgeries, as well as costs of cancer and other dread diseases often sold as supplementary riders and not as stand-alone products; and •Waiver of premium coverage where required premiums are waived in the event the customer suffers a qualifying disability. | | | Marketing and Distribution Our marketing and distribution efforts are conducted through the following proprietary agent models and third-party channels: •Proprietary agent models: ◦Life Planners*—*focus on selling protection-oriented life insurance products on a needs basis to mass affluent and affluent customers, as well as retirement-oriented products to small businesses. We believe that our recruiting and selection process, training programs and compensation packages are key to the Life Planner model and have helped our Life Planner operations achieve higher levels of agent retention, agent productivity and policy persistency. ◦Life Consultants*—*a proprietary distribution force for products offered by our Gibraltar Life operations. Their focus is to provide individual protection products to the broad middle income market, primarily in Japan, particularly through relationships with affinity groups. Our Life Consultant operation is based on a variable compensation plan designed to improve productivity and persistency that is similar to compensation plans in our Life Planner operations. •Third-party channels: ◦Bank Distribution Channel*—*sells primarily life insurance products intended to provide savings features, premature death protection and estate planning benefits as well as investment and annuity products primarily denominated in U.S. dollars. We view this channel as an adjunct to our core Life Planner and Life Consultant distribution channels. We have relationships with Japan’s major banks, as well as many regional banks, and we continue to explore opportunities to expand our distribution capabilities through this channel, as appropriate. ◦Independent Agency Distribution Channel*—*sells protection products and high cash value products for retirement benefits through the corporate market, and a variety of other products including protection and investment products through the individual market. Our focus is to maintain a diverse mix of independent agency relationships, including corporate agencies and other independent agencies, with a balanced focus on individual and corporate markets. | | |

International Businesses (Continued)

| Revenues and Profitability Our revenues primarily come in the form of: •Premiums that are fixed or flexible in accordance with the terms of the policies. •Policy charges and fee income consisting of in-force policy- and/or asset-based fees. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. Sales and surrenders of non-yen denominated products in Japan can be sensitive to foreign currency relationships which are impacted by, among other things, the comparative interest rates in their respective countries. We price our products based on: •Local regulation, which is generally more restrictive for product offerings, pricing and structure than U.S. insurance regulation. Each international insurance operation has its own underwriting department that employs variations of U.S. practices in underwriting individual policy risks. To the extent permitted by local regulation, we base premiums and policy charges for our products on expected death and morbidity benefits, surrender benefits, expenses, required reserves, interest rates, investment returns, policy persistency and premium payment patterns. In setting underwriting limits, we also consider local industry standards to prevent adverse selection and to stay abreast of industry trends. In addition, we set underwriting limits together with each operation’s reinsurers. •Achieving a targeted rate of return for each operation, while taking into account the country-specific costs of capital, risks, and competitive environment. The profitability of our products is impacted by differences between actual mortality, morbidity, expense, and investment experience and the related assumptions used in pricing these policies. As a result, the profitability of our products can fluctuate from period to period. Changes in local tax laws may also affect profitability. | | | Competition The life insurance market in Japan is mature and pricing is competitive. Demographic trends in Japan suggest an increasing opportunity for product innovation, such as introducing insurance products that allow for savings and income and offering differentiated health products with value added services as a growing portion of the population prepares for retirement. The ability to sell through multiple and complementary distribution channels is also a competitive advantage; however, competition for sales personnel, as well as access to third-party distribution channels, is intense. In Brazil, while life insurance penetration remains relatively low, the life insurance market has exhibited continuous growth driven by an increased awareness of life insurance needs. Although the market is competitive, opportunity exists to enhance our market presence through a strategic emphasis on high-quality services and product innovation aligned with evolving customer needs, as well as maintaining strong partnerships with third-party distributors. In both of these markets, rather than competing primarily based on price, we generally compete on the basis of customer service, including our needs-based approach to selling, the quality and diversity of our distribution capabilities, and our financial strength. We periodically adjust product offerings, prices and features based on the market and our strategy, with a goal of achieving customer and enterprise value. | | |

We selected the amount of assets that were expected to generate sufficient cash flow, together with anticipated revenues from the Closed Block policies, over the life of the Closed Block to fund payments of all policyholder benefits, expenses and taxes, and to provide for the continuation of the policyholder dividend scales that were in effect in 2000, assuming experience underlying such scales continued.

As discussed in Note 16 to the Consolidated Financial Statements, if the performance of the Closed Block is more or less favorable than we originally assumed in funding, total dividends paid to Closed Block policyholders in the future may be greater or less than the total dividends that would have been paid to these policyholders if the policyholder dividend scales that were in effect in 2000 had been continued.

A policyholder dividend obligation liability is established for any excess experience, which may be available for distribution over time to Closed Block policyholders as part of policyholder dividends, unless offset by future Closed Block experience that is less favorable than expected.

This excess experience will not be available to shareholders.

If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from PICA’s assets outside of the Closed Block.

We regularly enter into third-party reinsurance agreements as either the ceding entity or the assuming entity.

We also enter into affiliated reinsurance agreements as both the ceding and assuming entity for capital management purposes.

As a ceding entity, exposure to the risks reinsured is reduced by transferring certain rights and obligations of the underlying insurance product to a counterparty.

Conversely, as an assuming entity, exposure to the risks reinsured is increased by assuming certain rights and obligations of the underlying insurance products from a counterparty.

We enter into reinsurance agreements as the ceding entity for a variety of reasons, but primarily to reduce exposure to loss, reduce risk volatility, provide additional capacity for future growth, facilitate the disposition of a block of business, and for capital management purposes.

Under ceded reinsurance, we remain liable to the underlying policyholder if a third-party reinsurer is unable to meet its obligations.

On a companywide basis, we evaluate the financial condition of reinsurers, monitor the concentration of counterparty risk and maintain collateral, as appropriate, to mitigate this exposure.

We enter into reinsurance agreements as the assuming entity as part of our normal product offering process (e.g., certain pension risk transfer products in our Institutional Retirement Strategies business) or in order to facilitate an acquisition of a block of business.

The following table summarizes our current uses of third-party reinsurance in each of the applicable reporting segments and our Corporate and Other operations.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

FOR THE FISCAL YEAR ENDED December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s Common Stock (par value $0.01) held by non-affiliates of the registrant was [removed: $41.91] [added: $37.81] billion and [removed: 358] [added: 352] million shares of the Common Stock were outstanding.

As of January 31, [removed: 2025, 354] [added: 2026, 348] million shares of the registrant’s Common Stock (par value $0.01) were outstanding.

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 [removed: 13, 2025,] [added: 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, [removed: 2024.][added: 2025.]

| PART I | | | Item 1. | | | [removed: [Business](#i6499f68519c14246be50ff7f61c88710_16)] [added: [Business](#i8bc3203a4e25496faf1a0bd8b5e27f22_16)] | | | [removed: [1](#i6499f68519c14246be50ff7f61c88710_16)] [added: [1](#i8bc3203a4e25496faf1a0bd8b5e27f22_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i6499f68519c14246be50ff7f61c88710_118)] [added: Factors](#i8bc3203a4e25496faf1a0bd8b5e27f22_115)] | | | [removed: [34](#i6499f68519c14246be50ff7f61c88710_118)] [added: [22](#i8bc3203a4e25496faf1a0bd8b5e27f22_115)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i6499f68519c14246be50ff7f61c88710_145)] [added: Comments](#i8bc3203a4e25496faf1a0bd8b5e27f22_142)] | | | [removed: [47](#i6499f68519c14246be50ff7f61c88710_145)] [added: [35](#i8bc3203a4e25496faf1a0bd8b5e27f22_142)] | | |

| | | | Item 1C. | | | [removed: [Cybersecurity](#i6499f68519c14246be50ff7f61c88710_148)] [added: [Cybersecurity](#i8bc3203a4e25496faf1a0bd8b5e27f22_145)] | | | [removed: [47](#i6499f68519c14246be50ff7f61c88710_148)] [added: [35](#i8bc3203a4e25496faf1a0bd8b5e27f22_145)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i6499f68519c14246be50ff7f61c88710_154)] [added: Proceedings](#i8bc3203a4e25496faf1a0bd8b5e27f22_151)] | | | [removed: [49](#i6499f68519c14246be50ff7f61c88710_154)] [added: [37](#i8bc3203a4e25496faf1a0bd8b5e27f22_151)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i6499f68519c14246be50ff7f61c88710_157)] [added: Disclosures](#i8bc3203a4e25496faf1a0bd8b5e27f22_154)] | | | [removed: [49](#i6499f68519c14246be50ff7f61c88710_157)] [added: [37](#i8bc3203a4e25496faf1a0bd8b5e27f22_154)] | | |

| PART II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6499f68519c14246be50ff7f61c88710_166)] [added: Securities](#i8bc3203a4e25496faf1a0bd8b5e27f22_163)] | | | [removed: [50](#i6499f68519c14246be50ff7f61c88710_166)] [added: [38](#i8bc3203a4e25496faf1a0bd8b5e27f22_163)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6499f68519c14246be50ff7f61c88710_175)] [added: Operations](#i8bc3203a4e25496faf1a0bd8b5e27f22_172)] | | | [removed: [51](#i6499f68519c14246be50ff7f61c88710_175)] [added: [39](#i8bc3203a4e25496faf1a0bd8b5e27f22_172)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6499f68519c14246be50ff7f61c88710_337)] [added: Risk](#i8bc3203a4e25496faf1a0bd8b5e27f22_334)] | | | [removed: [132](#i6499f68519c14246be50ff7f61c88710_337)] [added: [120](#i8bc3203a4e25496faf1a0bd8b5e27f22_334)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i6499f68519c14246be50ff7f61c88710_340)] [added: Data](#i8bc3203a4e25496faf1a0bd8b5e27f22_340)] | | | [removed: [138](#i6499f68519c14246be50ff7f61c88710_340)] [added: [126](#i8bc3203a4e25496faf1a0bd8b5e27f22_340)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6499f68519c14246be50ff7f61c88710_583)] [added: Disclosure](#i8bc3203a4e25496faf1a0bd8b5e27f22_580)] | | | [removed: [308](#i6499f68519c14246be50ff7f61c88710_583)] [added: [297](#i8bc3203a4e25496faf1a0bd8b5e27f22_580)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i6499f68519c14246be50ff7f61c88710_586)] [added: Procedures](#i8bc3203a4e25496faf1a0bd8b5e27f22_583)] | | | [removed: [308](#i6499f68519c14246be50ff7f61c88710_586)] [added: [297](#i8bc3203a4e25496faf1a0bd8b5e27f22_583)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i6499f68519c14246be50ff7f61c88710_589)] [added: Information](#i8bc3203a4e25496faf1a0bd8b5e27f22_586)] | | | [removed: [308](#i6499f68519c14246be50ff7f61c88710_589)] [added: [297](#i8bc3203a4e25496faf1a0bd8b5e27f22_586)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6499f68519c14246be50ff7f61c88710_592)] [added: Inspections](#i8bc3203a4e25496faf1a0bd8b5e27f22_589)] | | | [removed: [308](#i6499f68519c14246be50ff7f61c88710_592)] [added: [297](#i8bc3203a4e25496faf1a0bd8b5e27f22_589)] | | |

| PART III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6499f68519c14246be50ff7f61c88710_598)] [added: Governance](#i8bc3203a4e25496faf1a0bd8b5e27f22_595)] | | | [removed: [308](#i6499f68519c14246be50ff7f61c88710_598)] [added: [297](#i8bc3203a4e25496faf1a0bd8b5e27f22_595)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i6499f68519c14246be50ff7f61c88710_601)] [added: Compensation](#i8bc3203a4e25496faf1a0bd8b5e27f22_598)] | | | [removed: [308](#i6499f68519c14246be50ff7f61c88710_601)] [added: [298](#i8bc3203a4e25496faf1a0bd8b5e27f22_598)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6499f68519c14246be50ff7f61c88710_604)] [added: Matters](#i8bc3203a4e25496faf1a0bd8b5e27f22_601)] | | | [removed: [309](#i6499f68519c14246be50ff7f61c88710_604)] [added: [298](#i8bc3203a4e25496faf1a0bd8b5e27f22_601)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6499f68519c14246be50ff7f61c88710_607)] [added: Independence](#i8bc3203a4e25496faf1a0bd8b5e27f22_604)] | | | [removed: [309](#i6499f68519c14246be50ff7f61c88710_607)] [added: [298](#i8bc3203a4e25496faf1a0bd8b5e27f22_604)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i6499f68519c14246be50ff7f61c88710_610)] [added: Services](#i8bc3203a4e25496faf1a0bd8b5e27f22_607)] | | | [removed: [309](#i6499f68519c14246be50ff7f61c88710_610)] [added: [298](#i8bc3203a4e25496faf1a0bd8b5e27f22_607)] | | |

| PART IV | | | Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i6499f68519c14246be50ff7f61c88710_616)] [added: Schedules](#i8bc3203a4e25496faf1a0bd8b5e27f22_613)] | | | [removed: [310](#i6499f68519c14246be50ff7f61c88710_616)] [added: [299](#i8bc3203a4e25496faf1a0bd8b5e27f22_613)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i6499f68519c14246be50ff7f61c88710_649)] [added: Summary](#i8bc3203a4e25496faf1a0bd8b5e27f22_646)] | | | [removed: [322](#i6499f68519c14246be50ff7f61c88710_649)] [added: [310](#i8bc3203a4e25496faf1a0bd8b5e27f22_646)] | | |

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; [removed: and] (14) the costs, effects, timing, or success of our plans to execute our [removed: strategy.][added: 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).]

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

| | | | Item 2. | | | [Properties](#i8bc3203a4e25496faf1a0bd8b5e27f22_148) | | | [36](#i8bc3203a4e25496faf1a0bd8b5e27f22_148) | | |

| | | | Item 6. | | | [\[Reserved\]](#i8bc3203a4e25496faf1a0bd8b5e27f22_166) | | | [38](#i8bc3203a4e25496faf1a0bd8b5e27f22_166) | | |

| [GLOSSARY](#i8bc3203a4e25496faf1a0bd8b5e27f22_649) | | | | | | | | | [311](#i8bc3203a4e25496faf1a0bd8b5e27f22_649) | | |

| [EXHIBIT INDEX](#i8bc3203a4e25496faf1a0bd8b5e27f22_652) | | | | | | | | | [314](#i8bc3203a4e25496faf1a0bd8b5e27f22_652) | | |

| [SIGNATURES](#i8bc3203a4e25496faf1a0bd8b5e27f22_655) | | | | | | | | | [319](#i8bc3203a4e25496faf1a0bd8b5e27f22_655) | | |

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Item 2. | | | [Properties](#i6499f68519c14246be50ff7f61c88710_151) | | | [48](#i6499f68519c14246be50ff7f61c88710_151) | | |

| | | | Item 6. | | | [\[Reserved\]](#i6499f68519c14246be50ff7f61c88710_169) | | | [50](#i6499f68519c14246be50ff7f61c88710_169) | | |

| [GLOSSARY](#i6499f68519c14246be50ff7f61c88710_652) | | | | | | | | | [323](#i6499f68519c14246be50ff7f61c88710_652) | | |

| [EXHIBIT INDEX](#i6499f68519c14246be50ff7f61c88710_655) | | | | | | | | | [327](#i6499f68519c14246be50ff7f61c88710_655) | | |

| [SIGNATURES](#i6499f68519c14246be50ff7f61c88710_658) | | | | | | | | | [333](#i6499f68519c14246be50ff7f61c88710_658) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management” for additional information [removed: on] [added: regarding] our risk management processes.

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

As part of the information security program, we [removed: conduct periodic exercises with] [added: routinely engage] independent outside advisors to assess the effectiveness of our program and our internal response preparedness.

We [added: also] regularly engage with the broader cybersecurity community and monitor cyber threat information.

The CISO and Information Security Office are responsible for monitoring [removed: for, and informing management of,] [added: for] cybersecurity incidents impacting Prudential’s [removed: systems.][added: systems, and ensuring appropriate processes are maintained to inform management of the prevention, detection, mitigation, and remediation of such cybersecurity incidents.]

The [removed: CISO] [added: current CISO, who is serving in an interim capacity,] has served in various roles in information [removed: technology and information] security for over [removed: 25] [added: 20] years, including [removed: serving] as [removed: the head of information technology risk at two large public companies.][added: Deputy CISO and roles overseeing cyber defense, investigations, and incident response.]

At least annually, the Board and the Audit Committee also receive updates about the results of program reviews, including [removed: exercises and response readiness] assessments led by outside advisors who provide a third-party independent assessment of our technical program and internal response preparedness.

The interim CISO holds a law degree and has attained numerous Global Information Assurance Certifications..

The CISO holds a graduate degree in technology management and has attained the professional certifications of Certified Information Systems Security Professional and Certified Information Privacy Professional.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

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, [removed: 2024,] [added: 2025,] we conduct our business and home office functions in both owned and leased locations throughout the United States.

For our International Businesses, as of December 31, [removed: 2024,] [added: 2025,] we own and lease home offices located in Japan, Brazil and Mexico.

For PGIM’s international operations, as of December 31, [removed: 2024,] [added: 2025,] we lease home offices located in Japan, [removed: Taiwan,] the United Kingdom, India and Ireland.

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

Prudential Financial’s Common Stock trades on the New York Stock Exchange under the symbol “PRU.” On January 31, [removed: 2025,] [added: 2026,] there were [removed: 1,019,340] [added: 981,472] registered holders of record for the Common Stock and [removed: 354] [added: 348] million shares outstanding.

(c) The following table provides information about purchases by the Company during the three months ended December 31, [removed: 2024,] [added: 2025,] of its Common Stock:

On December 10, [removed: 2024,] [added: 2025,] Prudential Financial’s Board of Directors authorized the Company to repurchase, at management’s discretion, up to [removed: $1.0] [added: $1] billion of its outstanding Common Stock during the period from January 1, [removed: 2025] [added: 2026] through December 31, [removed: 2025.][added: 2026.]

| 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 | |

| October 1, 2024 through October 31, 2024 | | | | | | 679,420 | | | | | | $ | 123.85 | | | | | 672,930 | | | | | | | | |

| November 1, 2024 through November 30, 2024 | | | | | | 666,408 | | | | | | $ | 125.74 | | | | | 662,617 | | | | | | | | |

| December 1, 2024 through December 31, 2024 | | | | | | 687,131 | | | | | | $ | 121.86 | | | | | 684,318 | | | | | | | | |

| Total | | | | | | 2,032,959 | | | | | | | | | | | | 2,019,865 | | | | | | $ | 0 | |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

| [Management’s Annual Report on Internal Control Over Financial [removed: Reporting](#i6499f68519c14246be50ff7f61c88710_343)] [added: Reporting](#i8bc3203a4e25496faf1a0bd8b5e27f22_343)] | | | [removed: [139](#i6499f68519c14246be50ff7f61c88710_343)] [added: [127](#i8bc3203a4e25496faf1a0bd8b5e27f22_343)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6499f68519c14246be50ff7f61c88710_346)] [added: Firm](#i8bc3203a4e25496faf1a0bd8b5e27f22_346)] [(PCAOB [removed: ID](#i6499f68519c14246be50ff7f61c88710_346) 238[)](#i6499f68519c14246be50ff7f61c88710_346)] [added: ID](#i8bc3203a4e25496faf1a0bd8b5e27f22_346) 238[)](#i8bc3203a4e25496faf1a0bd8b5e27f22_346)] | | | [removed: [140](#i6499f68519c14246be50ff7f61c88710_346)] [added: [128](#i8bc3203a4e25496faf1a0bd8b5e27f22_346)] | | |

| [Consolidated Statements of Financial Position as of December 31, [removed: 2024 and 2023](#i6499f68519c14246be50ff7f61c88710_349)] [added: 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_349)[5](#i8bc3203a4e25496faf1a0bd8b5e27f22_349) [and 20](#i8bc3203a4e25496faf1a0bd8b5e27f22_349)[24](#i8bc3203a4e25496faf1a0bd8b5e27f22_349)] | | | [removed: [143](#i6499f68519c14246be50ff7f61c88710_349)] [added: [131](#i8bc3203a4e25496faf1a0bd8b5e27f22_349)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023 and 2022](#i6499f68519c14246be50ff7f61c88710_352)] [added: 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_352)[5](#i8bc3203a4e25496faf1a0bd8b5e27f22_352)[, 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_352)[4](#i8bc3203a4e25496faf1a0bd8b5e27f22_352) [and 20](#i8bc3203a4e25496faf1a0bd8b5e27f22_352)[23](#i8bc3203a4e25496faf1a0bd8b5e27f22_352)] | | | [removed: [144](#i6499f68519c14246be50ff7f61c88710_352)] [added: [132](#i8bc3203a4e25496faf1a0bd8b5e27f22_352)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023 and 2022](#i6499f68519c14246be50ff7f61c88710_355)] [added: 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_355)[5](#i8bc3203a4e25496faf1a0bd8b5e27f22_355)[, 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_355)[4](#i8bc3203a4e25496faf1a0bd8b5e27f22_355) [and 20](#i8bc3203a4e25496faf1a0bd8b5e27f22_355)[23](#i8bc3203a4e25496faf1a0bd8b5e27f22_355)] | | | [removed: [145](#i6499f68519c14246be50ff7f61c88710_355)] [added: [133](#i8bc3203a4e25496faf1a0bd8b5e27f22_355)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 2024, 2023 and 2022](#i6499f68519c14246be50ff7f61c88710_358)] [added: 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_358)[5](#i8bc3203a4e25496faf1a0bd8b5e27f22_358)[, 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_358)[4](#i8bc3203a4e25496faf1a0bd8b5e27f22_358) [and 20](#i8bc3203a4e25496faf1a0bd8b5e27f22_358)[23](#i8bc3203a4e25496faf1a0bd8b5e27f22_358)] | | | [removed: [146](#i6499f68519c14246be50ff7f61c88710_358)] [added: [134](#i8bc3203a4e25496faf1a0bd8b5e27f22_358)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023 and 2022](#i6499f68519c14246be50ff7f61c88710_361)] [added: 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_361)[5](#i8bc3203a4e25496faf1a0bd8b5e27f22_361)[, 202](#i8bc3203a4e25496faf1a0bd8b5e27f22_361)[4](#i8bc3203a4e25496faf1a0bd8b5e27f22_361) [and 20](#i8bc3203a4e25496faf1a0bd8b5e27f22_361)[23](#i8bc3203a4e25496faf1a0bd8b5e27f22_361)] | | | [removed: [147](#i6499f68519c14246be50ff7f61c88710_361)] [added: [135](#i8bc3203a4e25496faf1a0bd8b5e27f22_361)] | | |

| [Notes to Consolidated Financial [removed: Statements:](#i6499f68519c14246be50ff7f61c88710_364)] [added: Statements:](#i8bc3203a4e25496faf1a0bd8b5e27f22_364)] | | | | | |

| [1. Business and Basis of [removed: Presentation](#i6499f68519c14246be50ff7f61c88710_367)] [added: Presentation](#i8bc3203a4e25496faf1a0bd8b5e27f22_367)] | | | [removed: [149](#i6499f68519c14246be50ff7f61c88710_367)] [added: [137](#i8bc3203a4e25496faf1a0bd8b5e27f22_367)] | | |

| [2. Significant Accounting Policies and [removed: Pronouncements](#i6499f68519c14246be50ff7f61c88710_370)] [added: Pronouncements](#i8bc3203a4e25496faf1a0bd8b5e27f22_370)] | | | [removed: [151](#i6499f68519c14246be50ff7f61c88710_370)] [added: [138](#i8bc3203a4e25496faf1a0bd8b5e27f22_370)] | | |

| [6. Fair Value of Assets and [removed: Liabilities](#i6499f68519c14246be50ff7f61c88710_427)] [added: Liabilities](#i8bc3203a4e25496faf1a0bd8b5e27f22_433)] | | | [removed: [200](#i6499f68519c14246be50ff7f61c88710_427)] [added: [187](#i8bc3203a4e25496faf1a0bd8b5e27f22_433)] | | |

[removed: | [7. Deferred Policy Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired](#i6499f68519c14246be50ff7f61c88710_442) | | | [220](#i6499f68519c14246be50ff7f61c88710_442) | | |][added: 7.DEFERRED POLICY ACQUISITION COSTS, DEFERRED REINSURANCE, DEFERRED SALES INDUCEMENTS AND VALUE OF BUSINESS ACQUIRED]

| [9. Investments in Joint Ventures and Other Operating [removed: Entities](#i6499f68519c14246be50ff7f61c88710_448)] [added: Entities](#i8bc3203a4e25496faf1a0bd8b5e27f22_454)] | | | [removed: [225](#i6499f68519c14246be50ff7f61c88710_448)] [added: [213](#i8bc3203a4e25496faf1a0bd8b5e27f22_454)] | | |

| [10. Goodwill and Other [removed: Intangibles](#i6499f68519c14246be50ff7f61c88710_451)] [added: Intangibles](#i8bc3203a4e25496faf1a0bd8b5e27f22_457)] | | | [removed: [226](#i6499f68519c14246be50ff7f61c88710_451)] [added: [214](#i8bc3203a4e25496faf1a0bd8b5e27f22_457)] | | |

| [12. Liability for Future Policy [removed: Benefits](#i6499f68519c14246be50ff7f61c88710_457)] [added: Benefits](#i8bc3203a4e25496faf1a0bd8b5e27f22_463)] | | | [removed: [228](#i6499f68519c14246be50ff7f61c88710_457)] [added: [216](#i8bc3203a4e25496faf1a0bd8b5e27f22_463)] | | |

| [removed: [13. Policyholders' Account Balances](#i6499f68519c14246be50ff7f61c88710_475)] [added: Policyholders’ account balances] | | | [removed: [239](#i6499f68519c14246be50ff7f61c88710_475)] [added: (4,475)] | | | [added: 0 | | | 0 | | | 0 | | | 0 | | | | | | 616 | | | 0 | | | 0 | | | 0 | | |]

| [14. Market Risk [removed: Benefits](#i6499f68519c14246be50ff7f61c88710_484)] [added: Benefits](#i8bc3203a4e25496faf1a0bd8b5e27f22_490)] | | | [removed: [246](#i6499f68519c14246be50ff7f61c88710_484)] [added: [233](#i8bc3203a4e25496faf1a0bd8b5e27f22_490)] | | |

| [18. Short-Term and Long-Term [removed: Debt](#i6499f68519c14246be50ff7f61c88710_496)] [added: Debt](#i8bc3203a4e25496faf1a0bd8b5e27f22_505)] | | | [removed: [261](#i6499f68519c14246be50ff7f61c88710_496)] [added: [252](#i8bc3203a4e25496faf1a0bd8b5e27f22_505)] | | |

| [19. Employee Benefit [removed: Plans](#i6499f68519c14246be50ff7f61c88710_511)] [added: Plans](#i8bc3203a4e25496faf1a0bd8b5e27f22_520)] | | | [removed: [268](#i6499f68519c14246be50ff7f61c88710_511)] [added: [258](#i8bc3203a4e25496faf1a0bd8b5e27f22_520)] | | |

| [21. Earnings Per [removed: Share](#i6499f68519c14246be50ff7f61c88710_532)] [added: Share](#i8bc3203a4e25496faf1a0bd8b5e27f22_541)] | | | [removed: [284](#i6499f68519c14246be50ff7f61c88710_532)] [added: [273](#i8bc3203a4e25496faf1a0bd8b5e27f22_541)] | | |

| [22. Share-based [removed: Payments](#i6499f68519c14246be50ff7f61c88710_538)] [added: Payments](#i8bc3203a4e25496faf1a0bd8b5e27f22_547)] | | | [removed: [285](#i6499f68519c14246be50ff7f61c88710_538)] [added: [275](#i8bc3203a4e25496faf1a0bd8b5e27f22_547)] | | |

| [24. Related Party [removed: Transactions](#i6499f68519c14246be50ff7f61c88710_553)] [added: Transactions](#i8bc3203a4e25496faf1a0bd8b5e27f22_565)] | | | [removed: [298](#i6499f68519c14246be50ff7f61c88710_553)] [added: [288](#i8bc3203a4e25496faf1a0bd8b5e27f22_565)] | | |

| [25. Commitments and Contingent [removed: Liabilities](#i6499f68519c14246be50ff7f61c88710_556)] [added: Liabilities](#i8bc3203a4e25496faf1a0bd8b5e27f22_568)] | | | [removed: [299](#i6499f68519c14246be50ff7f61c88710_556)] [added: [289](#i8bc3203a4e25496faf1a0bd8b5e27f22_568)] | | |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

Management conducted an assessment of the effectiveness, as of December 31, [removed: 2024,] [added: 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, [removed: 2024.][added: 2025.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein.

We have audited the accompanying consolidated statements of financial position of Prudential Financial, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, [added: of] comprehensive income, [added: of] equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedules listed in the index appearing under Item 15.2 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As of December 31, [removed: 2024,] [added: 2025,] the fair value of the obligations associated with these guarantees accounted for as market risk benefit assets was $2.3 billion and for market risk benefit liabilities was [removed: $4.5] [added: $4.4] billion.

As of December 31, [removed: 2024,] [added: 2025,] the additional insurance reserve was [removed: $16.4] [added: $18.1] billion, recorded within the liability for future policy benefits.

[removed: PRUDENTIAL FINANCIAL, INC.][added: | Total Prudential Financial, Inc. equity | | | 32,438 | | | | | | 27,872 | | |]

December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (in millions, except share amounts)

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Fixed maturities, available-for-sale, at fair value (allowance for credit losses: [removed: 2024-$331; 2023-$160)] [added: 2025-$183; 2024-$331)] (amortized cost: [removed: 2024-$341,004; 2023-$334,598)(1)] [added: 2025-$357,996; 2024-$341,004)(1)] | | | $ | [removed: 311,570] [added: 331,455] | | | | | $ | [removed: 316,321] [added: 311,570] | |

| Fixed maturities, trading, at fair value (amortized cost: [removed: 2024-$13,631; 2023-$10,624)(1)] [added: 2025-$15,536; 2024-$13,631)(1)] | | | [removed: 12,530] [added: 14,869] | | | | | | [removed: 9,790] [added: 12,530] | | |

| Assets supporting experience-rated contractholder liabilities, at fair value | | | [removed: 3,707] [added: 4,842] | | | | | | [removed: 3,168] [added: 3,707] | | |

| Equity securities, at fair value (cost: [removed: 2024-$7,043; 2023-$5,786)(1)] [added: 2025-$8,303; 2024-$7,043)(1)] | | | [removed: 9,417] [added: 10,972] | | | | | | [removed: 8,242] [added: 9,417] | | |

| [3. Investments](#i8bc3203a4e25496faf1a0bd8b5e27f22_379) | | | [155](#i8bc3203a4e25496faf1a0bd8b5e27f22_379) | | |

| [4. Variable Interest Entities](#i8bc3203a4e25496faf1a0bd8b5e27f22_406) | | | [174](#i8bc3203a4e25496faf1a0bd8b5e27f22_406) | | |

| [5. Derivatives and Hedging](#i8bc3203a4e25496faf1a0bd8b5e27f22_409) | | | [176](#i8bc3203a4e25496faf1a0bd8b5e27f22_409) | | |

| [8. Separate Accounts](#i8bc3203a4e25496faf1a0bd8b5e27f22_451) | | | [211](#i8bc3203a4e25496faf1a0bd8b5e27f22_451) | | |

| [11. Leases](#i8bc3203a4e25496faf1a0bd8b5e27f22_460) | | | [215](#i8bc3203a4e25496faf1a0bd8b5e27f22_460) | | |

| [13. Policyholders' Account Balances](#i8bc3203a4e25496faf1a0bd8b5e27f22_481) | | | [227](#i8bc3203a4e25496faf1a0bd8b5e27f22_481) | | |

| [15. Reinsurance](#i8bc3203a4e25496faf1a0bd8b5e27f22_493) | | | [238](#i8bc3203a4e25496faf1a0bd8b5e27f22_493) | | |

| [16. Closed Block](#i8bc3203a4e25496faf1a0bd8b5e27f22_499) | | | [241](#i8bc3203a4e25496faf1a0bd8b5e27f22_499) | | |

| [17. Income Taxes](#i8bc3203a4e25496faf1a0bd8b5e27f22_502) | | | [244](#i8bc3203a4e25496faf1a0bd8b5e27f22_502) | | |

| [20. Equity](#i8bc3203a4e25496faf1a0bd8b5e27f22_529) | | | [267](#i8bc3203a4e25496faf1a0bd8b5e27f22_529) | | |

| [23. Segment Information](#i8bc3203a4e25496faf1a0bd8b5e27f22_553) | | | [279](#i8bc3203a4e25496faf1a0bd8b5e27f22_553) | | |

| [26. Subsequent Events](#i8bc3203a4e25496faf1a0bd8b5e27f22_577) | | | [296](#i8bc3203a4e25496faf1a0bd8b5e27f22_577) | | |

February 12, 2026

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

February 12, 2026

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Years Ended December 31, 2025, 2024 and 2023 (in millions)

| Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common Stock acquired | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,007) | | | | | | | | | | | | (1,007) | | | | | | | | | | | | (1,007) | | | | | | | | |

| Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | 3,576 | | | | | | | | | | | | | | | | | | 3,576 | | | | | | 7 | | | | | | 3,583 | | | | | | 149 | | |

| Total comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | 3,576 | | | | | | | | | | | | 3,634 | | | | | | 7,210 | | | | | | 7 | | | | | | 7,217 | | | | | | 149 | | |

| Balance, December 31, 2025 | | | | | | | | | $ | 6 | | | | | $ | 26,013 | | | | | $ | 34,831 | | | | | $ | (25,335) | | | | | $ | (3,077) | | | | | $ | 32,438 | | | | | $ | 349 | | | | | $ | 32,787 | | | | | $ | 2,794 | |

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Years Ended December 31, 2025, 2024 and 2023 (in millions)

| Interest credited to policyholders’ account balances | | | 5,068 | | | | | | 4,582 | | | | | | 3,983 | | |

| Goodwill impairment | | | 0 | | | | | | 0 | | | | | | 177 | | |

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Years Ended December 31, 2025, 2024 and 2023 (in millions)

| Novation of investment contracts(4) | | | $ | 2,157 | | | | | $ | 0 | | | | | $ | 0 | |

| Prismic Re International reinsurance transaction(6): | | | | | | | | | | | | | | | | | |

| Net assets transferred, excluding cash and cash equivalents | | | $ | 6,069 | | | | | $ | 0 | | | | | $ | 0 | |

| Deposit assets established for Policyholders’ account balances ceded | | | (6,366) | | | | | | 0 | | | | | | 0 | | |

| Unwind of Deferred policy acquisition costs ceded | | | 219 | | | | | | 0 | | | | | | 0 | | |

| [3. Investments](#i6499f68519c14246be50ff7f61c88710_373) | | | [169](#i6499f68519c14246be50ff7f61c88710_373) | | |

| [4. Variable Interest Entities](#i6499f68519c14246be50ff7f61c88710_400) | | | [187](#i6499f68519c14246be50ff7f61c88710_400) | | |

| [5. Derivatives and Hedging](#i6499f68519c14246be50ff7f61c88710_403) | | | [189](#i6499f68519c14246be50ff7f61c88710_403) | | |

| [8. Separate Accounts](#i6499f68519c14246be50ff7f61c88710_445) | | | [222](#i6499f68519c14246be50ff7f61c88710_445) | | |

| [11. Leases](#i6499f68519c14246be50ff7f61c88710_454) | | | [227](#i6499f68519c14246be50ff7f61c88710_454) | | |

| [15. Reinsurance](#i6499f68519c14246be50ff7f61c88710_487) | | | [249](#i6499f68519c14246be50ff7f61c88710_487) | | |

| [16. Closed Block](#i6499f68519c14246be50ff7f61c88710_490) | | | [252](#i6499f68519c14246be50ff7f61c88710_490) | | |

| [17. Income Taxes](#i6499f68519c14246be50ff7f61c88710_493) | | | [255](#i6499f68519c14246be50ff7f61c88710_493) | | |

| [20. Equity](#i6499f68519c14246be50ff7f61c88710_520) | | | [277](#i6499f68519c14246be50ff7f61c88710_520) | | |

| [23. Segment Information](#i6499f68519c14246be50ff7f61c88710_541) | | | [289](#i6499f68519c14246be50ff7f61c88710_541) | | |

| [26. Subsequent Events](#i6499f68519c14246be50ff7f61c88710_580) | | | [307](#i6499f68519c14246be50ff7f61c88710_580) | | |

February 13, 2025

| Total Prudential Financial, Inc. equity | | | 27,872 | | | | | | 27,820 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2021 | | | | | | | | | $ | 6 | | | | | $ | 25,732 | | | | | $ | 35,183 | | | | | $ | (21,838) | | | | | $ | (9,493) | | | | | $ | 29,590 | | | | | $ | 393 | | | | | $ | 29,983 | |

| Total comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | (1,647) | | | | | | | | | | | | 5,687 | | | | | | 4,040 | | | | | | 34 | | | | | | 4,074 | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | 2,727 | | | | | | | | | | | | | | | | | | 2,727 | | | | | | 76 | | | | | | 2,803 | | |

| Dispositions, net of cash disposed(4) | | | 0 | | | | | | 0 | | | | | | 422 | | |

| NET CHANGE IN CASH BALANCES CLASSIFIED AS HELD-FOR-SALE(4) | | | 0 | | | | | | 0 | | | | | | (2,071) | | |

| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS | | | (943) | | | | | | 2,164 | | | | | | 4,365 | | |

| Assets classified as held-for-sale | | | $ | 0 | | | | | $ | 0 | | | | | $ | (153,935) | |

| Liabilities classified as held-for-sale | | | 0 | | | | | | 0 | | | | | | (151,508) | | |

| Net assets classified as held-for-sale | | | $ | 0 | | | | | $ | 0 | | | | | $ | (2,427) | |

(3)The amount for the year ended December 31, 2022 includes the recognized gains on the sales of Prudential Annuities Life Assurance Corporation (“PALAC”) and the Full Service Retirement business, which were completed on April 1, 2022.

(5)The amount for the year ended December 31, 2022 includes approximately $1.6 billion cash receipt from a secured borrowing related to the PALAC disposition, which was subsequently derecognized as part of a non-cash transaction during 2022 related to the novation of certain previously reinsured annuity products.

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements—(Continued)

Revision of Previously Issued Financial Statements

The Company reclassified certain amounts in prior periods to conform to the current period presentation and recorded other adjustments, including the following:

During the fourth quarter of 2024, the Company identified an immaterial error in the application of adjusted operating income, its segment measure of performance, which resulted in an overstatement thereof for indexed variable and fixed annuity products within the Retirement Strategies segment in the first three quarters of 2024 and each of the four quarters of 2023.

As a result, the Company has voluntarily revised its historical adjusted operating income for the relevant periods, resulting in decreases in pre-tax adjusted operating income of $149 million (unaudited) for the nine months ended September 30, 2024, and $55 million for the year ended December 31, 2023.

These revisions had no impact to “Net income (loss)” for any period as determined in accordance with GAAP.

The Company corrected the prior period presentation for certain noncontrolling interests, primarily related to consolidated PGIM-managed funds, that contain redemption features that are at the option of the holder and outside of the Company’s control.

These noncontrolling interests were previously reported within “Noncontrolling interests” and are now correctly presented as “Mezzanine equity” and totaled $1,153 million, $614 million and $339 million as of December 31, 2023, 2022 and 2021, respectively.

The revised mezzanine equity balance of $1,766 million as of December 31, 2023 also reflected other immaterial adjustments.

*Prudential Annuities Life Assurance Corporation, Representing a Portion of Individual Annuities’ Traditional Variable Annuity Block of Business*

On April 1, 2022, the Company completed the sale of Prudential Annuities Life Assurance Corporation (“PALAC”), a wholly owned subsidiary, representing a portion of its in-force traditional variable annuity block of business, to Fortitude Group Holdings, LLC (“Fortitude”).

The PALAC block primarily consisted of non-New York traditional variable annuities with guaranteed living benefits that were issued prior to 2011, which constituted approximately $30 billion of Prudential’s total in-force individual annuity account values at the closing of the transaction.

The Company, through coinsurance and modified coinsurance agreements, has retained the economics of certain variable annuities, indexed annuities, and fixed annuities with a guaranteed lifetime withdrawal income feature issued by PALAC.

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, [removed: 2024] [added: 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, [removed: 2024.][added: 2025.]

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] no such plans or other arrangements were adopted or terminated.

[removed: In addition, we] [added: We] have [added: 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 [removed: www.investor.prudential.com.][added: www.prudential.com.]

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 [removed: 13, 2025,] [added: 12, 2026,] to be filed by Prudential Financial with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2024] [added: 2025] (the “Proxy Statement”).

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).

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.

[Table of Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)

Making the Right Choices is posted on our website at www.investor.prudential.com.

Our code of business conduct and ethics, any amendments and any waiver granted to any of our directors or executive officers are available free of charge on our website at www.investor.prudential.com.

[Table of Contents](#i6499f68519c14246be50ff7f61c88710_7)

The following table provides information as of December 31, [removed: 2024,] [added: 2025,] regarding securities authorized for issuance under our equity compensation plans.

| Equity compensation plans approved by security holders—Omnibus Plan | | | [removed: 7,195,066] [added: 7,399,810] | | | (1) | | | | | | $ | [removed: 95.69] [added: 97.67] | | (2) | | | | | | [removed: 13,684,720] [added: 12,496,717] | | |

| Equity compensation plans approved by security holders—Director Plan | | | [removed: 188,898] [added: 199,158] | | | | | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by security holders—PSPP(3) | | | | | | | | | | | | | | | | | | | | | [removed: 3,701,165] [added: 2,561,475] | | |

| Total equity compensation plans approved by security holders | | | [removed: 7,383,964] [added: 7,598,968] | | | | | | | | | | | | | | | | | | [removed: 17,385,885] [added: 15,058,192] | | |

(1)Represents [removed: 664,066] [added: 604,440] outstanding Options, [removed: 3,919,337] [added: 3,749,723] outstanding Restricted Units and [removed: 2,611,663] [added: 3,045,647] outstanding Performance Shares as of December 31, [removed: 2024] [added: 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, [removed: 2024.][added: 2025.]

The number of performance shares outstanding as of December 31, [removed: 2024] [added: 2025] at target (100%) performance factor was [removed: 1,923,149.][added: 2,035,393.]

The weighted average remaining contractual term of these Options is [removed: 3.27] [added: 2.51] years.

| Grand Total | | | 7,598,968 | | | | | | | | | | | | | | | | | | 15,058,192 | | |

| Grand Total | | | 7,383,964 | | | | | | | | | | | | | | | | | | 17,385,885 | | |

Performance shares granted to senior management in 2021 also include a performance goal related to diversity and inclusion.

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

| 1. | | | [Financial Statements—Item 8. Financial Statements and Supplementary [removed: Data](#i6499f68519c14246be50ff7f61c88710_340)] [added: Data](#i8bc3203a4e25496faf1a0bd8b5e27f22_340)] | | | [removed: [138](#i6499f68519c14246be50ff7f61c88710_340)] [added: [126](#i8bc3203a4e25496faf1a0bd8b5e27f22_340)] | | |

| | | | [Schedule I—Summary of Investments Other Than Investments in Related Parties as of December 31, [removed: 2024](#i6499f68519c14246be50ff7f61c88710_619)] [added: 2025](#i8bc3203a4e25496faf1a0bd8b5e27f22_616)] | | | [removed: [311](#i6499f68519c14246be50ff7f61c88710_619)] [added: [300](#i8bc3203a4e25496faf1a0bd8b5e27f22_616)] | | |

| | | | [Schedule II—Condensed Financial Information of Registrant as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6499f68519c14246be50ff7f61c88710_622)] [added: 2023](#i8bc3203a4e25496faf1a0bd8b5e27f22_619)] | | | [removed: [312](#i6499f68519c14246be50ff7f61c88710_622)] [added: [301](#i8bc3203a4e25496faf1a0bd8b5e27f22_619)] | | |

| | | | [Schedule III—Supplementary Insurance Information as of and for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6499f68519c14246be50ff7f61c88710_643)] [added: 2023](#i8bc3203a4e25496faf1a0bd8b5e27f22_640)] | | | [removed: [318](#i6499f68519c14246be50ff7f61c88710_643)] [added: [306](#i8bc3203a4e25496faf1a0bd8b5e27f22_640)] | | |

| | | | [Schedule IV—Reinsurance as of and for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6499f68519c14246be50ff7f61c88710_646)] [added: 2023](#i8bc3203a4e25496faf1a0bd8b5e27f22_643)] | | | [removed: [321](#i6499f68519c14246be50ff7f61c88710_646)] [added: [309](#i8bc3203a4e25496faf1a0bd8b5e27f22_643)] | | |

[Table of [removed: Contents](#i6499f68519c14246be50ff7f61c88710_7)][added: Contents](#i8bc3203a4e25496faf1a0bd8b5e27f22_7)]

| U.S. Treasury securities and obligations of U.S. government authorities and agencies | | | | | | $ | [removed: 24,869] [added: 26,334] | | | | | $ | [removed: 20,348] [added: 22,179] | | | | | $ | [removed: 20,348] [added: 22,179] | |

| Obligations of U.S. states and their political subdivisions | | | | | | [removed: 6,590] [added: 5,881] | | | | | | [removed: 6,104] [added: 5,465] | | | | | | [removed: 6,104] [added: 5,465] | | |

| Foreign government securities | | | | | | [removed: 63,523] [added: 62,469] | | | | | | [removed: 57,479] [added: 50,614] | | | | | | [removed: 57,479] [added: 50,614] | | |

| Asset-backed securities | | | | | | [removed: 16,979] [added: 19,130] | | | | | | [removed: 17,134] [added: 19,329] | | | | | | [removed: 17,134] [added: 19,329] | | |

| Residential mortgage-backed securities | | | | | | [removed: 2,698] [added: 5,493] | | | | | | [removed: 2,490] [added: 5,381] | | | | | | [removed: 2,490] [added: 5,381] | | |

| Commercial mortgage-backed securities | | | | | | [removed: 9,791] [added: 9,958] | | | | | | [removed: 9,273] [added: 9,743] | | | | | | [removed: 9,273] [added: 9,743] | | |

| Redeemable preferred stock | | | | | | [removed: 263] [added: 329] | | | | | | [removed: 312] [added: 381] | | | | | | [removed: 312] [added: 381] | | |

| Total fixed maturities, available-for-sale | | | | | | $ | [removed: 341,004] [added: 357,996] | | | | | $ | [removed: 311,570] [added: 331,455] | | | | | $ | [removed: 311,570] [added: 331,455] | |

| Other common stocks | | | | | | $ | [removed: 5,720] [added: 6,245] | | | | | $ | [removed: 7,076] [added: 7,645] | | | | | $ | [removed: 7,076] [added: 7,645] | |

| Nonredeemable preferred stocks | | | | | | [removed: 57] [added: 85] | | | | | | [removed: 74] [added: 103] | | | | | | [removed: 74] [added: 103] | | |

| Perpetual preferred stocks | | | | | | [removed: 192] [added: 464] | | | | | | [removed: 194] [added: 469] | | | | | | [removed: 194] [added: 469] | | |

| Total equity securities, at fair value | | | | | | $ | [removed: 7,043] [added: 8,303] | | | | | $ | [removed: 9,417] [added: 10,972] | | | | | $ | [removed: 9,417] [added: 10,972] | |

| Fixed maturities, trading | | | | | | $ | [removed: 13,631] [added: 15,536] | | | | | $ | [removed: 12,530] [added: 14,869] | | | | | $ | [removed: 12,530] [added: 14,869] | |

| Assets supporting experience-rated contractholder liabilities(1) | | | | | | [removed: 2,582] [added: 3,129] | | | | | | | | | | | | [removed: 3,707] [added: 4,842] | | |

| Commercial mortgage and other loans(2) | | | | | | [removed: 62,341] [added: 64,715] | | | | | | | | | | | | [removed: 62,341] [added: 64,715] | | |

| Policy loans | | | | | | [removed: 9,795] [added: 9,958] | | | | | | | | | | | | [removed: 9,795] [added: 9,958] | | |

| Short-term investments | | | | | | [removed: 9,069] [added: 6,414] | | | | | | | | | | | | [removed: 9,069] [added: 6,414] | | |

| Other invested assets | | | | | | [removed: 26,351] [added: 27,294] | | | | | | | | | | | | [removed: 26,351] [added: 27,294] | | |

(2)Includes collateralized commercial mortgage and other loans of [removed: $61,761] [added: $64,544] million and uncollateralized loans of [removed: $580] [added: $171] million.

Condensed Statements of Financial Positions as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

| | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Fixed maturities, available-for-sale, at fair value (amortized cost: [added: 2025- $1,425;] 2024- [removed: $1,477; 2023- $1,519)] [added: $1,477)] | | | | | | $ | 1,335 | | | | | $ | [removed: 1,386] [added: 1,335] | |