Prudential Financial (PFH) elects Joseph J. Wolk to board and key committees

Rhea-AI Filing Summary

Prudential Financial, Inc. reported that its Board of Directors elected Joseph J. Wolk as an independent director effective September 30, 2025. He will serve on the Audit Committee and Finance Committee and will receive standard non-employee director compensation as previously described in the company’s 2024 Form 10-K.

The company also furnished a news release dated September 30, 2025 as Exhibit 99.1 announcing Mr. Wolk’s election to the Board.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

PRUDENTIAL FINANCIAL INC false 0001137774 0001137774 2025-09-30 2025-09-30 0001137774 us-gaap:CommonStockMember 2025-09-30 2025-09-30 0001137774 pru:A5950JuniorSubordinatedNotesMember 2025-09-30 2025-09-30 0001137774 pru:A5625JuniorSubordinatedNotesMember 2025-09-30 2025-09-30 0001137774 pru:A4125JuniorSubordinatedNotesMember 2025-09-30 2025-09-30

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): September 30, 2025

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, NJ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2025, the Board of Directors of Prudential Financial, Inc. (the “Company”) elected Joseph J. Wolk as an independent director. The appointment of Mr. Wolk is effective September 30, 2025. Mr. Wolk has been appointed to the Audit Committee and Finance Committee. Mr. Wolk is entitled to receive compensation as a non-employee director as described in the Non-Employee Director Compensation Summary filed as Exhibit 10.26 to the Company’s 2024 Annual Report on Form 10-K.

Item 7.01 Regulation FD Disclosure.

The Company is furnishing herewith a news release, dated September 30, 2025, announcing the election to the Board of Mr. Wolk.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		News release of Prudential Financial, Inc. dated September 30, 2025 (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: September 30, 2025

PRUDENTIAL FINANCIAL, INC.
By:		/s/ Brian P. Spitser
Name:		Brian P. Spitser
Title:		Vice President and Assistant Secretary

FAQ

What did Prudential Financial (PFH) disclose in this current report?

Prudential Financial disclosed the election of Joseph J. Wolk as an independent director effective September 30, 2025. The filing also notes his committee assignments, outlines that he will receive standard non-employee director compensation, and includes a related news release as Exhibit 99.1.

Who is Joseph J. Wolk in relation to Prudential Financial (PFH)?

Joseph J. Wolk has been elected as an independent director on Prudential Financial’s Board, effective September 30, 2025. As an independent director, he is not a company employee and will participate in overseeing governance, including serving on the Audit Committee and Finance Committee.

Which Prudential Financial (PFH) board committees will Joseph J. Wolk join?

Joseph J. Wolk has been appointed to Prudential Financial’s Audit Committee and Finance Committee. These Board committees oversee key areas such as financial reporting, internal controls, and capital-related matters, and his membership begins effective with his election on September 30, 2025.

How will Joseph J. Wolk be compensated as a Prudential Financial (PFH) director?

Joseph J. Wolk is entitled to receive compensation as a non-employee director under Prudential Financial’s standard program. The filing states this compensation is described in the Non-Employee Director Compensation Summary filed as Exhibit 10.26 to the company’s 2024 Annual Report on Form 10-K.

What exhibit accompanies Prudential Financial’s disclosure about Joseph J. Wolk?

Prudential Financial included a news release dated September 30, 2025 as Exhibit 99.1. The exhibit announces Joseph J. Wolk’s election to the Board and is described as furnished, not filed, meaning it is provided for informational purposes rather than incorporated into certain regulatory filings.

When is Joseph J. Wolk’s appointment to the Prudential Financial (PFH) board effective?

Joseph J. Wolk’s appointment as an independent director is effective September 30, 2025. The same date applies to his joining the Audit Committee and Finance Committee, and aligns with the date of the company’s news release furnished as Exhibit 99.1 in the report.