UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S Employer Identification Number) |
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class |
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Name of Each Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On April 7, 2025, the United States District Court for the District of New Jersey (the “Court”) entered an order (the “Preliminary Approval Order”) of the proposed settlement of the consolidated derivative action captioned In re Prudential Financial, Inc. Derivative Litigation, Civil Action No.2:20-cv-12772 SRC-CLW (the “Consolidated Derivative Action”). In accordance with the Court’s Preliminary Approval Order, the Company is making disclosure of the settlement to its shareholders in the Long-Form Notice of Pendency and Proposed Settlement of Stockholder Derivative Action (“the Notice”) and the Stipulation and Agreement of Settlement (“the Stipulation of Settlement”), each attached hereto. The Notice and Stipulation of Settlement can also be found on the investor relations section of the Company’s website.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Long-Form Notice of Pendency and Proposed Settlement of Stockholder Derivative Action (furnished and not filed). | |
| 99.2 | Stipulation and Agreement of Settlement (furnished and not filed) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 14, 2025
| PRUDENTIAL FINANCIAL, INC. | ||||
| By: | /s/ Brian P. Spitser | |||
| Name: | Brian P. Spitser | |||
| Title: | Vice President and Assistant Secretary | |||