This pricing supplement, which is not complete, relates
to an automatically effective Registration Statement under the Securities Act of 1933, as amended. We may not sell the notes until we deliver a final pricing supplement. This pricing supplement and the accompanying prospectus supplement and
prospectus are not an offer to sell these notes in any jurisdiction where such an offer would not be permitted.
Subject to completion, dated June 15, 2026
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Prudential Financial InterNotes® , Due Six Months or More from Date of Issue
Filed under Rule 424(b)(2), Registration Statement No. 333-277590
Preliminary Pricing Supplement No. 45 - Dated Monday, June 15, 2026. To Prospectus Dated March 1, 2024 and Prospectus
Supplement dated August 5, 2024 Investors should read this pricing supplement in conjunction with the Prospectus and
Prospectus Supplement. |
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CUSIP Number |
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Aggregate Principal Amount |
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Selling Price |
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Gross Concession |
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Net Proceeds |
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Interest Type |
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Interest Rate |
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Payment Frequency |
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Maturity Date |
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1st Interest
Payment Date |
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1st Interest
Payment Amount |
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Survivor’s Option* |
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Product
Ranking |
| 74432BB64 |
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[] |
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100.000% |
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1.250% |
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[] |
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Fixed |
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4.650% |
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Semi-Annual |
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06/15/2031 |
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12/15/2026 |
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$21.96 |
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Yes |
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Senior Unsecured Notes |
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We will pay you interest on the notes on a Semi-Annual basis on Jun 15th and Dec 15th. The first such payment will be
made on Dec 15, 2026. The interest rate per annum and stated maturity date are set out above. The regular record dates for your notes are each business day preceding each date on which interest is paid.
Any notes sold by the selling agents to
securities dealers, or by securities dealers to certain other brokers or dealers, may be sold at a discount from the initial selling price up to 0.6000% of the principal amount.
Redemption Information:
Non-Callable
Purchasing Agent: InspereX LLC Agents: Academy Securities, Inc., BofA / Merrill Lynch, Citigroup,
Morgan Stanley, RBC Capital Markets, Wells Fargo Advisors |
CUSIP Number |
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Aggregate Principal Amount |
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Selling Price |
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Gross Concession |
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Net Proceeds |
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Interest Type |
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Interest Rate |
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Payment Frequency |
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Maturity Date |
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1st Interest
Payment Date |
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1st Interest
Payment Amount |
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Survivor’s Option* |
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Product
Ranking |
| 74432BB72 |
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[] |
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100.000% |
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1.450% |
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[] |
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Fixed |
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4.850% |
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Semi-Annual |
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06/15/2033 |
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12/15/2026 |
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$22.90 |
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Yes |
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Senior Unsecured Notes |
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We will pay you interest on the notes on a Semi-Annual basis on Jun 15th and Dec 15th. The first such payment will be
made on Dec 15, 2026. The interest rate per annum and stated maturity date are set out above. The regular record dates for your notes are each business day preceding each date on which interest is paid.
Any notes sold by the selling agents to
securities dealers, or by securities dealers to certain other brokers or dealers, may be sold at a discount from the initial selling price up to 0.6500% of the principal amount.
Redemption Information:
Non-Callable
Purchasing Agent: InspereX LLC Agents: Academy Securities, Inc., BofA / Merrill Lynch, Citigroup,
Morgan Stanley, RBC Capital Markets, Wells Fargo Advisors |
CUSIP Number |
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Aggregate Principal Amount |
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Selling Price |
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Gross Concession |
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Net Proceeds |
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Interest Type |
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Interest Rate |
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Payment Frequency |
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Maturity Date |
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1st Interest
Payment Date |
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1st Interest
Payment Amount |
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Survivor’s Option* |
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Product
Ranking |
| 74432BB80 |
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[] |
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100.000% |
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1.800% |
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[] |
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Fixed |
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5.050% |
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Semi-Annual |
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06/15/2036 |
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12/15/2026 |
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$23.85 |
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Yes |
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Senior Unsecured Notes |
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Subject to our redemption right, we will pay you interest on the notes on a Semi-Annual basis on Jun 15th and Dec
15th. The first such payment will be made on Dec 15, 2026. The interest rate per annum and stated maturity date are set out above. The regular record dates for your notes are each business day preceding each date on which interest is paid.
Any notes sold by the selling agents to
securities dealers, or by securities dealers to certain other brokers or dealers, may be sold at a discount from the initial selling price up to 0.9000% of the principal amount.
Redemption Information: Callable at 100.000%
on 06/15/2028 and every interest payment date thereafter.
This tranche of Prudential Financial, Inc. InterNotes (CUSIP 74432BB80) will be subject to redemption at the option of
Prudential Financial, Inc., in whole on the interest payment date occurring on 06/15/2028 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of this tranche of Prudential Financial, Inc.
InterNotes plus accrued and unpaid interest thereon, if any, upon at least 30 Calendar Days prior notice to the noteholder and the trustee, as described in the prospectus supplement.
Additional Information: The notes do not amortize
and are not zero coupon or original discount notes. Purchasing
Agent: InspereX LLC Agents: Academy Securities, Inc., BofA / Merrill Lynch, Citigroup, Morgan Stanley, RBC Capital Markets, Wells Fargo Advisors |
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| Offering Date: Monday, June 15, 2026 through Monday, June 22, 2026 |
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Prudential Financial, Inc. |
| Trade Date: Monday, June 22, 2026 @ 12:00 PM ET |
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Prudential Financial Internotes® |
| Settle Date: Thursday, June 25, 2026 |
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Prospectus Dated March 1, 2024 and |
| Minimum Denomination/Increments: $1,000.00/$1,000.00 |
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Prospectus Supplement Dated August 5, 2024 |
| Initial trades settle flat and clear SDFS: DTC Book-Entry only |
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| DTC Number 0235 via RBC Dain Rauscher Inc. |
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If the maturity date, redemption date or an interest payment date for any note is not a business
day (as that term is defined in the prospectus), principal, premium, if any, and interest for that note is paid on the next business day, and no interest will accrue from, and after, the maturity date, redemption date or interest payment date
(following unadjusted business day convention).
* The survivor’s option feature of your note is subject to important
limitations, restrictions and procedural requirements further described on page S-32 of your prospectus supplement.
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The Bank of New York will act as trustee for the Notes. Citibank, N.A., will act as paying agent, registrar and transfer
agent for the Notes and will administer any survivor’s options with respect thereto.
Notes will be sold to you at the selling price specified in this Pricing Supplement. The Purchasing Agent shall purchase
notes from us at the selling price less the applicable gross concession specified in this Pricing Supplement. The Purchasing Agent may resell the notes it purchases to the agents and selected dealers at the selling price less a concession that, at
the discretion of the Purchasing Agent, may be less than or equal to the gross concession received by the Purchasing Agent. Notes purchased by the agents and selected dealers on behalf of level-fee investment advisory accounts may be sold to such
accounts at the selling price less the applicable concession, and such agents and selected dealers shall not retain, as compensation, any portion of such concession applicable to such selling agents and dealers. In that instance, the Purchasing
Agent may retain the portion of the gross concession applicable to the Purchasing Agent.
InterNotes® is a registered trademark of InspereX Holdings LLC. All Rights Reserved.
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