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Prudential (NYSE: PFH) sells $750M 6.25% junior subordinated notes due 2056

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Prudential Financial, Inc. closed the sale of $750,000,000 aggregate principal amount of its 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. These long-dated junior subordinated notes add to Prudential’s existing listed junior subordinated notes on the New York Stock Exchange.

The transaction was completed on June 4, 2026 under an underwriting agreement with major banks including Wells Fargo Securities, Barclays, Citigroup, Goldman Sachs and J.P. Morgan, acting as representatives of the underwriters. A new supplemental indenture and form of note, along with legal and tax opinions, were filed as exhibits.

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Insights

Prudential adds $750M of long-dated subordinated debt to its capital stack.

Prudential Financial issued $750,000,000 of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. Junior subordinated notes typically sit below senior debt but above equity, and can be used to support regulatory capital depending on jurisdiction and terms.

The notes were underwritten by a syndicate of large banks under an agreement dated June 1, 2026, with a supplemental indenture and form of note defining detailed terms. The filing does not state use of proceeds, so investors must rely on future company communications and filings for how this additional debt fits into broader funding and capital plans.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes aggregate principal $750,000,000 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056
Coupon rate of new notes 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056
Maturity of new notes 2056 Junior Subordinated Notes due 2056
Existing 5.950% junior subordinated notes 5.950% Junior Subordinated Notes listed as PRH on NYSE
Existing 5.625% junior subordinated notes 5.625% Junior Subordinated Notes listed as PRS on NYSE
Existing 4.125% junior subordinated notes 4.125% Junior Subordinated Notes listed as PFH on NYSE
Junior Subordinated Notes financial
"6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (the “Notes”)."
Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.
Fixed-to-Fixed Reset Rate financial
"its 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056"
A fixed-to-fixed reset rate is a coupon structure where a security pays one fixed interest rate for an initial period and then switches at a scheduled reset date to a new fixed rate for the next period, often determined by prevailing market rates plus a set margin. Investors care because it combines predictable income between resets with the ability to adjust to changing interest-rate conditions, affecting yield, price sensitivity and income planning—think of swapping to a new preset thermostat setting at regular intervals.
Subordinated Debt Securities Indenture financial
"Subordinated Debt Securities Indenture, dated June 17, 2008, between the Company and The Bank of New York Mellon"
Supplemental Indenture financial
"Twenty-First Supplemental Indenture, dated June 4, 2026, between the Company and The Bank of New York Mellon"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Tax opinion financial
"Tax opinion of Willkie Farr & Gallagher LLP, dated June 4, 2026, with respect to the Notes."
A tax opinion is a written analysis by a qualified tax professional that explains how a particular transaction or arrangement is likely to be treated under tax law and how confident the advisor is in that outcome. Investors use it like a weather forecast for tax risk: it helps estimate potential tax bills, cash flow effects and legal exposure, reducing uncertainty when valuing or deciding to back a deal.
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PRUDENTIAL FINANCIAL INC false 0001137774 0001137774 2026-06-04 2026-06-04 0001137774 us-gaap:CommonStockMember 2026-06-04 2026-06-04 0001137774 pru:M5.950JuniorSubordinatedNotes3Member 2026-06-04 2026-06-04 0001137774 pru:M5.625JuniorSubordinatedNotes1Member 2026-06-04 2026-06-04 0001137774 pru:M4.125JuniorSubordinatedNotes2Member 2026-06-04 2026-06-04
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

 

 

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   001-16707   22-3703799

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S Employer

Identification Number)

 

751 Broad Street
Newark, New Jersey 07102
(Address of principal executive offices and zip code)

(973) 802-6000

(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

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, Par Value $.01   PRU   New York Stock Exchange
5.950% Junior Subordinated Notes   PRH   New York Stock Exchange
5.625% Junior Subordinated Notes   PRS   New York Stock Exchange
4.125% Junior Subordinated Notes   PFH   New York Stock Exchange

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 June 4, 2026, Prudential Financial, Inc. (the “Company”) closed the sale of $750,000,000 in aggregate principal amount of its 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (the “Notes”).

The documents listed below in Item 9.01 relate to the sale of the Notes and are filed as exhibits to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
1.1    Underwriting Agreement, dated June 1, 2026, among the Company and Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, with respect to the Notes.
4.1    Subordinated Debt Securities Indenture, dated June 17, 2008, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2008).
4.2    Twenty-First Supplemental Indenture, dated June 4, 2026, between the Company and The Bank of New York Mellon, as Trustee, with respect to the Notes.
4.3    Form of Note (included in Exhibit 4.2).
5.1    Opinion of Miguel A. Nieves, dated June 4, 2026.
8.1    Tax opinion of Willkie Farr & Gallagher LLP, dated June 4, 2026, with respect to the Notes.
23.1    Consent of Miguel A. Nieves (included in Exhibit 5.1).
23.2    Consent of Willkie Farr & Gallagher LLP with respect to the Notes (included in Exhibit 8.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

- 2 -

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: June 4, 2026

 

PRUDENTIAL FINANCIAL, INC.
By:  

/s/ John M. Cafiero

Name:   John M. Cafiero
Title:   Vice President and Assistant Secretary

 

- 3 -

Source: View Original Filing on SEC EDGAR

FAQ

What did Prudential Financial (PFH) announce regarding new debt on June 4, 2026?

Prudential Financial closed the sale of $750,000,000 of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. The deal adds a new series of long-dated subordinated debt to the company’s existing junior subordinated notes listed on the New York Stock Exchange.

What are the key terms of Prudential Financial’s new 6.250% notes?

The company issued $750,000,000 aggregate principal amount of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. These are junior subordinated obligations, meaning they rank below senior debt, and they have a long maturity extending to the year 2056.

Which banks underwrote Prudential Financial’s $750 million subordinated notes?

The underwriting agreement was with Wells Fargo Securities, Barclays Capital, Citigroup Global Markets, Goldman Sachs & Co. and J.P. Morgan Securities, acting as representatives of the several underwriters. This syndicate handled the sale of the 6.250% junior subordinated notes due 2056.

Are Prudential Financial’s junior subordinated notes traded on an exchange?

Prudential lists several junior subordinated notes on the New York Stock Exchange, including 5.950% (PRH), 5.625% (PRS), and 4.125% (PFH) series. The new 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 are issued in addition to these existing listed series.

Filing Exhibits & Attachments

8 documents

Other Documents