Prudential Financial (NYSE: PFH) gets Board nod for $1.0B 2026 share repurchase plan

Rhea-AI Filing Summary

Prudential Financial, Inc. announced that its Board of Directors has authorized the repurchase of up to $1.0 billion of its outstanding common stock. The authorization covers potential buybacks during the period from January 1, 2026 through December 31, 2026.

The company states that the timing and amount of any share repurchases will be determined by management based on market conditions and other considerations. Repurchases may be carried out in the open market, through derivative or accelerated share repurchase arrangements, other negotiated transactions, and through plans designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

Insights

Equity Capital Allocation Analyst

Prudential receives a flexible authorization to repurchase up to $1.0B of common stock in 2026.

Prudential Financial, Inc. has secured Board approval to repurchase up to $1.0 billion of its common stock during the period from January 1, 2026 through December 31, 2026. This establishes an upper limit but does not commit the company to execute the full amount, as management will decide the pace and scale of repurchases.

The authorization allows multiple execution methods, including open-market purchases, derivative and accelerated structures, other negotiated transactions, and Rule 10b5-1(c) trading plans. This variety gives the company flexibility to operate under different market conditions and within regulatory parameters, particularly for pre-arranged plans.

Actual impact for shareholders will depend on how much of the $1.0 billion limit is ultimately used and at what prices. Future disclosures in periodic reports or subsequent announcements would be needed to see how actively Prudential uses this authorization during the 2026 period.

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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): December 10, 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, 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

Share Repurchase Authorization

Today, Prudential Financial, Inc. (the “Company”) is announcing that its Board of Directors has authorized the repurchase of up to $1.0 billion of its outstanding Common Stock during the period from January 1, 2026 through December 31, 2026.

The timing and amount of any share repurchases under the Company’s authorization will be determined by management based on market conditions and other considerations, and such repurchases may be executed in the open market, through derivative, accelerated repurchase and other negotiated transactions and through plans designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

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: December 10, 2025

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

FAQ

What did Prudential Financial, Inc. (PFH) announce in this 8-K?

Prudential Financial, Inc. announced that its Board of Directors has authorized the repurchase of up to $1.0 billion of the companys outstanding common stock.

How large is Prudential Financials new share repurchase authorization?

The authorization permits Prudential Financial to repurchase up to $1.0 billion of its outstanding common stock, subject to managements discretion.

Over what period can Prudential Financial (PFH) use the $1.0 billion buyback authorization?

The repurchase authorization applies to the period from January 1, 2026 through December 31, 2026.

What methods can Prudential Financial use to repurchase its common stock?

Prudential may repurchase shares in the open market, through derivative and accelerated repurchase and other negotiated transactions, and via plans designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

Who decides the timing and amount of Prudential Financials share repurchases?

The management of Prudential Financial will determine the timing and amount of any share repurchases based on market conditions and other considerations.

Does the $1.0 billion figure mean Prudential Financial will definitely repurchase that full amount?

No. The authorization sets an upper limit of $1.0 billion; the actual amount repurchased will depend on managements decisions and prevailing market conditions.