PRUDENTIAL FINANCIAL INC (PRU) Business

ITEM 1.    BUSINESS

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Overview

Prudential Financial, Inc. (“Prudential Financial” or “PFI”), a global financial services leader and premier active global investment manager with approximately $1.609 trillion of assets under management as of December 31, 2025, has operations in the United States, Asia, Europe and Latin America. Through our subsidiaries and affiliates we offer a wide array of financial products and services, including life insurance, annuities, retirement-related products and services, mutual funds and investment management. We offer these products and services to individual and institutional customers through proprietary and third-party distribution networks. Our principal executive offices are located in Newark, New Jersey, and Prudential Financial’s Common Stock is publicly traded on the New York Stock Exchange under the ticker symbol “PRU.”

On December 18, 2001, The Prudential Insurance Company of America (“PICA”) converted from a mutual life insurance company owned by its policyholders to a stock life insurance company and became a wholly-owned subsidiary of Prudential Financial. The demutualization was carried out under PICA’s Plan of Reorganization, which required us to establish and operate a regulatory mechanism known as the “Closed Block.” The Closed Block includes certain in-force participating insurance and annuity products and corresponding assets that are used for the payment of benefits and policyholders’ dividends on these products, as well as certain related assets and liabilities.

Our principal operations consist of PGIM (our global investment management business), our U.S. Businesses (consisting of our Retirement Strategies, Group Insurance and Individual Life businesses), our International Businesses, the Closed Block division and our Corporate and Other operations. The Closed Block division is accounted for as a divested business that is reported separately from the Divested and Run-off Businesses that are included in Corporate and Other. Divested and Run-off Businesses are composed of businesses that have been, or will be, sold or exited, including businesses that have been placed in wind-down status that do not qualify for “discontinued operations” accounting treatment under generally accepted accounting principles in the United States of America (“U.S. GAAP”). Our Corporate and Other operations include corporate items and initiatives that are not allocated to business segments as well as the Divested and Run-off Businesses described above. See Note 23 to the Consolidated Financial Statements for revenues, income and loss, and total assets by segment.

In September 2023, we, together with Warburg Pincus and a group of institutional investors, launched Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company. Through our Corporate and Other operations, we own an approximate 20% equity interest in Prismic Life Holding Company LP (“Prismic”), the Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Re and Prismic Life Reinsurance International, Ltd. (“Prismic Re International”). We expect the increased reinsurance capacity that this partnership provides to support our vision of expanding access to investing, insurance, and retirement security for people around the world. See Note 15 to the Consolidated Financial Statements for additional information regarding our transactions with Prismic Re and Prismic Re International.

Our strategy centers on capturing powerful tailwinds, including those at the convergence of global retirement and asset management, to be a global leader in expanding access to investing, insurance, and retirement security. Our business system includes a mix of high-quality protection, retirement and investment management businesses which creates growth potential by capitalizing on long-term, durable trends to provide customers with integrated cross-business solutions, as well as generate capital benefits from a balanced risk profile. We believe that we are well-positioned to meet the needs of customers and tap into significant market opportunities through PGIM, our U.S. Businesses and our International Businesses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

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PGIM

PGIM provides a comprehensive array of investment management solutions to institutional investors, retail clients, and our affiliated insurance and retirement businesses.

Investment Asset Classes

Marketing and Distribution

We distribute products and provide investment management capabilities through third-party client channels to both institutional and retail clients. Our centralized approach to product development, distribution, and marketing provide our clients with innovative investment solutions across our public and private markets capabilities. Our major distribution channels are:

•Institutional—The Institutional Client Group develops relationships with large institutions globally, coordinating with integrated teams across regions and countries that provide specialized support by asset class.

•Retail—Retail and Financial Intermediary Distribution offers actively managed investment solutions, including mutual funds, listed and unlisted closed-end funds, exchange-traded funds (“ETFs”), and separately managed accounts to individual investors, defined contribution plans, and financial intermediaries in the U.S., as well as Undertakings for the Collective Investment in Transferable Securities (“UCITS”) and other investment solutions to financial intermediaries in select countries across Europe, Asia, and Latin America.

In addition to these third-party client channels, PGIM provides investment management services across a broad array of asset classes for the Company’s general account and certain separate accounts of our affiliated insurance and retirement businesses.

Revenues and Profitability

Our revenues primarily come in the form of asset management fees, which are typically calculated based upon a percentage of assets under management. In certain asset management arrangements, we also receive performance-based incentive fees when the return on the managed assets exceeds certain benchmark returns or other performance targets. In addition, we earn revenues from commercial mortgage origination and servicing, along with transaction fees that are primarily related to real estate and private fixed income in connection with the structuring, sale, or purchasing of assets.

Additionally, we hold seed and co-investments in some of our investment products to either (i) seed new products or investment strategies in order to develop a track record prior to obtaining third-party investments, or (ii) co-invest alongside clients in PGIM-managed funds to demonstrate that our interests are aligned with theirs. As a result, we participate in the investment returns from these seed and co-investments.

Our profitability is substantially impacted by macro market movements (e.g., interest rates, credit spreads, and equity market performance), our ability to achieve investment returns above the target benchmarks, and our ability to attract and retain client investments.

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Competition

We compete with numerous asset managers and other financial institutions. For our investment management products, we compete based on a number of factors, including investment performance, strategy and process, talent, organizational stability, and client relationships. We offer products across multiple asset classes, with specialized investment teams that employ approaches designed to add value in each product area or asset class. Our organizational stability and robust institutional and retail businesses have helped attract and retain talent critical to delivering investment results for clients. Our private credit and commercial real estate lending businesses compete based on price, terms, execution, and the strength of our relationship with the borrower. Our public fixed income investment capability competes based on our ability to deliver robust investment returns and customized solutions while maintaining operational excellence.

Retirement Strategies

Retirement Strategies serves the retirement needs of both our institutional and individual customers. Our Institutional Retirement Strategies business develops and distributes retirement investment and income products and services to retirement plan sponsors in the public, private, and not-for-profit sectors, both domestically and internationally, primarily within the United Kingdom. Our Individual Retirement Strategies business develops and distributes individual variable and fixed annuity products in the U.S., primarily to mass affluent (households with investable assets or annual income in excess of $100,000) and affluent (households with investable assets in excess of $250,000) customers with a focus on innovative product design and risk management strategies.

Products

The primary components of our material product types are described as follows:

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Marketing and Distribution

Institutional Retirement Strategies. We primarily distribute products through the following channels:

•Pension risk transfer group annuities and longevity reinsurance contracts through actuarial consultants and third-party brokers.

•Investment-only stable value wrap products and guaranteed investment contracts through our internal sales force and third-party intermediaries.

•Structured settlements are offered through third-party specialized brokers.

•Funding agreements mainly through third-party intermediaries.

Individual Retirement Strategies. Our distribution efforts, which are supported by a network of internal and external wholesalers, are executed through a diverse group of distributors, including:

•Third-party distribution through broker-dealers, banks, wirehouses, independent financial planners, and marketing organizations; and

•Financial professionals associated with Prudential Advisors, Prudential’s proprietary nationwide advice organization.

Revenues and Profitability

Institutional Retirement Strategies. Our revenues primarily come in the form of premiums associated with insurance and reinsurance contracts and payout annuities, policy charges and fee income based on account values of fee-based stable value and longevity reinsurance products, and investment income from assets supporting customer liabilities and required capital.

Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on pricing models that consider the investment environment and our risk, fees, expenses, profitability targets, and assumptions for mortality and potential for early retirement. These assumptions may be less predictable in certain markets.

Individual Retirement Strategies. Our revenues primarily come in the form of investment income from assets supporting customer liabilities and required capital, as well as interest income from collateral posted to counterparties; fee income from asset management fees and service fees, which represent administrative service and distribution fees; and policy charges and fee income representing mortality, expense and other fees for various insurance-related options.

Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on an evaluation of the risks assumed and consideration of applicable risk management strategies, including hedging and reinsurance costs, and assumptions regarding investment returns and contractholder behavior, including persistency, benefit utilization, and the timing and efficiency of withdrawals for contracts with living benefit features, as well as other assumptions.

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Competition

Institutional Retirement Strategies. We compete with other large, well-established insurance companies, asset managers and diversified financial institutions primarily based on pricing, structuring capabilities, and our ability to offer innovative product solutions and successfully execute large-scale transactions. We are a leader in providing innovative pension risk management solutions to plan sponsors, and we believe the pension risk transfer market continues to offer attractive opportunities that are aligned with our expertise.

Individual Retirement Strategies. We compete with other providers of retirement savings and accumulation products, including large, well-established insurance and financial services companies and private equity firms. We believe our competitive advantage lies primarily in our innovative product features and our risk management strategies as well as brand recognition, financial strength, the breadth of our distribution platform, and our customer service capabilities. We periodically adjust product offerings, prices, and features based on the market and our strategy, with a goal of achieving customer and enterprise value.

Reinsurance

Institutional Retirement Strategies. We use ceded reinsurance on certain structured settlement contracts and assumed reinsurance as part of our international reinsurance pension risk transfer products. See Note 15 to the Consolidated Financial Statements for additional details regarding the Company’s material reinsurance transactions.

Individual Retirement Strategies. We use ceded reinsurance on certain annuity contracts to (1) reduce market sensitivity and (2) mitigate mortality and longevity risks. We also use assumed reinsurance in connection with our 2006 acquisition of The Allstate Corporation (“Allstate”) variable annuity business and the reinsurance of certain annuity products retained in connection with the sale of Prudential Annuities Life Assurance Corporation (“PALAC”). See Note 15 to the Consolidated Financial Statements for additional details regarding these agreements.

Group Insurance

Group Insurance provides and distributes a full range of group life, long-term and short-term group disability, and group corporate-, bank-, and trust-owned life insurance. Additionally, we offer supplemental health solutions including accident, critical illness, and hospital indemnity.

Products

The primary components of our material product types are described as follows:

Marketing and Distribution

We primarily distribute our products through a proprietary sales force organized around market segments in conjunction with employee benefit brokers and consultants across the U.S. to institutional employers, professional associations, and affinity

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groups to enhance employee membership benefit plans.

Revenues and Profitability

Our revenues primarily come in the form of premiums and policy charges for our group life, group disability, and supplemental health products as well as investment income from assets supporting customer liabilities and required capital.

Our profitability is substantially impacted by our ability to appropriately price our products, many of which include multi-year premium rate guarantees. Profitability also depends on the voluntary coverage attachment ratio, which is influenced by future employment and compensation rates. We price our products based on underwriting practices and rating systems that consider company, industry and/or other experience, along with the expected benefit payouts and other costs calculated using assumptions for mortality and morbidity rates, interest rates, and expenses based on specific product features.

While the majority of our premiums are derived from the National Market segment (over 5,000 benefit-eligible employees), we continue to diversify our book through growth of the Premier Market (between 100–5,000 benefit-eligible employees) and Association segments (affinity groups, regardless of size).

Competition

We compete with many large, well-established life and health insurance providers in mature markets. Our primary competitive advantages include brand recognition, financial strength and a diverse range of product offerings that help employers create comprehensive benefits programs that support the well-being of their employees. Additionally, we emphasize customer relationships and overall experience. Employee-paid coverage is important as we implement strategies to control costs and shift benefit decisions and funding to employees who continue to value workplace benefits.

Reinsurance

We use ceded reinsurance on most products to (1) limit losses from large claims, (2) in response to client requests, and (3) for capital management purposes.

Individual Life

Individual Life develops and distributes variable life, universal life, and term life insurance products primarily to U.S. mass middle (households with investable assets in excess of $25,000 or annual income in excess of $50,000), mass affluent (households with investable assets or annual income in excess of $100,000), and affluent (households with investable assets in excess of $250,000) customers with a focus on providing life insurance solutions to protect individuals, families, and businesses, and to support estate and wealth transfer planning.

Products

The primary components of our material product types are described as follows:

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Marketing and Distribution

Our distribution efforts, which are supported by a network of internal and external wholesalers, are executed through a diverse group of distributors, including:

•Third-party distribution through independent brokers, banks, wirehouses, general agencies and producer groups;

•Financial professionals associated with Prudential Advisors, Prudential’s proprietary nationwide advice organization; and

•Trusted partnerships, via embedded digital solutions through credit unions, mortgage originators, affinities, and digital marketing affiliates/paid media efforts.

Revenues and Profitability

Our revenues primarily come in the form of premiums in accordance with the terms of the policies, policy charges and fee income from in-force policies and asset-based fees, and investment income from assets supporting customer liabilities and required capital.

Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on our assumptions of future mortality and morbidity, policyholder behavior, interest rates and investment returns, expenses, premium payment patterns, performance and cost of ceded reinsurance, separate account fund performance, and product-generated tax deductions.

Competition

We compete with many large, well-established life insurance companies in a mature market. We compete primarily based on price, service (including the speed and ease of underwriting), distribution channel relationships, brand recognition, and financial strength. We periodically adjust product offerings, prices, and features based on the market and our strategy, with a goal of achieving customer and enterprise value.

Reinsurance

We use ceded reinsurance across a range of products to (1) reduce market sensitivity and (2) mitigate mortality risk. In 2024, we executed two separate transactions to reinsure a significant portion of our in-force guaranteed universal life block of business. We also use assumed reinsurance in connection with our 2013 acquisition of The Hartford’s individual life insurance business. See Note 15 to the Consolidated Financial Statements for additional details regarding these agreements.

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International Businesses

International Businesses develops and distributes life insurance, retirement products, investment products, and certain accident and health products with fixed benefits to affluent, mass affluent, and broad middle income customers predominantly in Japan, Brazil, and Mexico, as well as through joint ventures in Chile, China, India, and Indonesia, and through strategic investments in Ghana and South Africa.

Products

The primary components of our material product types are described as follows:

Marketing and Distribution

Our marketing and distribution efforts are conducted through the following proprietary agent models and third-party channels:

•Proprietary agent models:

◦Life Planners—focus on selling protection-oriented life insurance products to mass affluent and affluent customers, as well as retirement-oriented products to small businesses. The Life Planner model is anchored in quality, with a strong emphasis on recruiting and retaining top talent committed to exceptional service.

◦Life Consultants—focus on primarily selling individual protection products to the broad middle income market in Japan, particularly through relationships with affinity groups.

•Third-party channels:

◦Bank Distribution Channel—In Japan, we primarily sell life insurance products with savings features, premature death protection, and estate planning benefits, as well as investment and annuity products. We have relationships with Japan’s major banks, as well as many regional banks, and continue to explore opportunities to expand our distribution capabilities through this channel. In Brazil, our primary focus is on whole life products with riders that provide additional coverage options and flexibility. These products are distributed through strategic partnerships with Brazil’s leading banks.

◦Independent Agency Distribution Channel—sells protection products and retirement-oriented high cash value products through the corporate market, as well as protection and investment products through the individual market. Our aim is to maintain a diverse mix of independent agency relationships across both individual and corporate markets.

In February 2026, in conjunction with its previously announced internal investigation into employee misconduct in Japan, the Company voluntarily suspended new sales activity at Prudential of Japan for a 90-day period, commencing February 9, 2026. See “—Litigation and Regulatory Matters—Regulatory” within Note 25 to the Consolidated Financial Statements and “Management’s Discussion and Analysis—Results of Operations by Segment—International Businesses” for additional

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information.

Revenues and Profitability

Our revenues primarily come in the form of premiums in accordance with the terms of the policies, policy charges and fee income from in-force policies and asset-based fees, and investment income from assets supporting customer liabilities and required capital.

Our profitability is substantially impacted by our ability to appropriately price our products. Sales and surrenders of non-yen denominated products in Japan can be sensitive to foreign currency relationships which are impacted by, among other things, the comparative interest rates in their respective countries.

We price our products based on local regulation, which is generally more restrictive than U.S. insurance regulation for product offerings, pricing, and structure. Each international insurance operation has its own underwriting department that employs variations of U.S. practices in underwriting individual policy risks. To the extent permitted by local regulation, we base premiums and policy charges for our products on expected death and morbidity benefits, surrender benefits, expenses, required reserves, interest rates, investment returns, policy persistency, and premium payment patterns. In setting underwriting limits, we also consider local industry standards to prevent adverse selection and to stay abreast of industry trends. In addition, we set underwriting limits together with each operation’s reinsurers.

We also price our products based on achieving a targeted rate of return for each operation while taking into account the country-specific costs of capital, risks, and competitive environment. The profitability of our products is impacted by differences between actual mortality, morbidity, expense, and investment experience and the related assumptions used in pricing these policies. As a result, the profitability of our products can fluctuate from period to period. Changes in local tax laws may also affect profitability.

Competition

The life insurance market in Japan is mature and pricing is competitive. Demographic trends in Japan suggest an increasing opportunity for product innovation, such as introducing products that allow for savings and income, as well as offering differentiated health products with value added services as a growing portion of the population prepares for retirement. The ability to sell through multiple and complementary distribution channels is also a competitive advantage; however, competition for sales personnel, as well as access to third-party distribution channels, is intense.

The life insurance market in Brazil continues to grow steadily, driven by rising middle-class income and increasing demand for protection and retirement solutions. The competitive landscape is shaped by major insurers, bancassurance channels, and rapidly emerging digital players. Our strategy focuses on expanding through our proprietary life planner model and delivering a differentiated, high-touch sales experience, while continuing to strengthen partnerships with leading banks and other third-party distributors.

In both of these markets, rather than competing primarily based on price, we generally compete on the basis of customer service, including our needs-based approach to selling, the quality and diversity of our distribution capabilities, and our financial strength. We periodically adjust product offerings, prices and features based on the market and our strategy, with a goal of achieving customer and enterprise value.

Reinsurance

We use ceded reinsurance to (1) mitigate mortality and morbidity risk for certain products and (2) for capital management purposes.

Corporate and Other

Includes corporate operations and initiatives that are not allocated to our business segments, certain businesses whose financial results and operations are not considered significant, and businesses that have been or will be divested or placed in wind-down status, except for the Closed Block. Results of the Closed Block, along with certain related assets and liabilities, are reported separately from the Divested and Run-off Businesses included in Corporate and Other.

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Corporate Operations and Initiatives—Consists primarily of: (1) capital that is not deployed in any business segment; (2) investments not allocated to business segments; (3) capital debt; (4) our qualified and non-qualified pension and other employee benefit plans, after allocations to business segments; (5) corporate-level activities, after allocations to business segments, primarily including strategic expenditures, acquisition and disposition costs, corporate governance, corporate advertising, philanthropic activities, deferred compensation, and costs related to certain contingencies and legal matters; (6) expenses associated with the multi-year plan of programs that span across our businesses and the functional areas that support those businesses; (7) certain retained obligations relating to pre-demutualization policyholders; (8) impacts of risk management activities pursuant to our Risk Appetite Framework; (9) the foreign currency income hedging program used to hedge certain non-U.S. dollar denominated earnings in our International Businesses segment; (10) intercompany arrangements with our International Businesses and PGIM segments to translate certain non-U.S. dollar-denominated earnings at fixed currency exchange rates; (11) certain funding agreement issuances used in a spread lending capacity; (12) the consolidation of certain entities, including investment funds managed by our PGIM business, where the Company’s segments have collectively obtained controlling financial interest; (13) Prudential Advisors, Prudential’s proprietary nationwide advice organization; (14) the Company’s share of earnings in Prismic as well as the invested assets supporting the contracts reinsured with Prismic Re via coinsurance with funds withheld arrangements and the offsetting funds withheld payable; and (15) transactions with and between other segments, including the elimination of intercompany transactions for consolidation purposes.

Divested and Run-off Businesses—Reflects the results of businesses that have been, or will be, sold or exited, including businesses that have been placed in wind-down status that do not qualify for “discontinued operations” accounting treatment under U.S. GAAP. We exclude these results from our adjusted operating income. Divested and Run-off Businesses primarily include:

•Long-Term Care—In 2012, we discontinued sales of our individual and group long-term care insurance products. We establish reserves for these products in accordance with U.S. GAAP. We use best estimate assumptions when establishing reserves for future policyholder benefits, including assumptions for morbidity, mortality, mortality improvement, persistency, and inflation. Our assumptions also include our estimate of the timing and amount of anticipated future premium rate increases and policyholder benefit reductions, including those which may require approval by state regulatory authorities, and a discount rate assumption based on an upper-medium grade fixed-income instrument yield.

•PGIM Wadhwani LLP (“PGIMW”)—In the third quarter of 2024, we exited PGIMW, our London-based managed futures investment management firm. The results of this business were transferred from the PGIM segment to Divested and Run-off Businesses at that time.

•Assurance IQ, LLC (“AIQ”)—In the first quarter of 2024, we committed to a plan to exit the operations of AIQ. The results of this business were reflected in Divested and Run-off Businesses, and all prior period amounts were restated at that time.

•Prudential of Argentina (“POA”)—In the first quarter of 2024, we entered into a definitive agreement to sell POA. The results of this business and the impact of its anticipated sale were transferred from the International Businesses segment to Divested and Run-off Businesses at that time. The sale was completed in the second quarter of 2024.

•Full Service Retirement Business—In the third quarter of 2021, we entered into a definitive agreement to sell our Full Service Retirement business. The results of this business and the impact of its anticipated sale were transferred from the Retirement segment to Divested and Run-off Businesses at that time. The sale was completed in the second quarter of 2022.

Closed Block Division

In connection with the demutualization in 2001, we ceased offering domestic participating individual life insurance and annuity products under which policyholders are eligible to receive policyholder dividends reflecting experience. The liabilities for our individual in-force participating products were segregated, together with assets to be used exclusively for the payment of benefits and policyholder dividends, expenses and taxes with respect to these products, in the Closed Block. No policies sold after demutualization have been added to the Closed Block, and its in-force business is expected to decline as we pay policyholder benefits in full. Each year, the Board of Directors of PICA determines the dividends payable on participating policies for the following year based on the experience of the Closed Block, including investment income, net realized and unrealized investment gains and losses, mortality experience and other factors. See Note 16 to the Consolidated Financial Statements for additional details regarding the Closed Block division.

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The results of the Closed Block, along with certain related assets and liabilities, comprise the Closed Block division, which is treated as a divested business under our definition of adjusted operating income and reported separately from the other Divested and Run-off Businesses that are included in our Corporate and Other operations. See Note 23 to the Consolidated Financial Statements for revenues, income and loss, and total assets of the Closed Block division.

Our strategy is to maintain the Closed Block as required by our Plan of Reorganization over the time period of its gradual diminution as policyholder benefits are paid in full. We are permitted under the Plan of Reorganization, with the prior consent of the Commissioner of Banking and Insurance for the State of New Jersey, to enter into agreements to transfer all or any part of the risks underlying the Closed Block policies.

Seasonality of Key Financial Items

The following chart summarizes our key areas of seasonality in our results of operations:

__________

(1)Long-term compensation expense for retirement eligible employees is recognized when awards are granted, typically in the first quarter of each year.

(2)Impact of annual reviews and update of assumptions and other refinements. Excludes PGIM.

(3)Expenses are typically higher than the quarterly average in the fourth quarter.

Intangible and Intellectual Property

We capture and protect the innovation in our financial services products by applying for federal business method patents and implementing copyright and trade secret controls, as appropriate. We also use numerous federal, state, common law and foreign service marks, including in particular “Prudential,” the “Prudential logo,” our “Rock” symbol and “PGIM.” We believe that the value associated with many of our patents, copyrights and trade secrets, and the goodwill associated with many of our service marks, are significant competitive assets.

Since 2004, we have had an agreement with Prudential plc of the United Kingdom (“U.K.”), with whom we have no affiliation, concerning the parties’ respective rights worldwide to use the names “Prudential” and “Pru.” Since 2019, the agreement has also included M&G plc of the U.K., the parent of The Prudential Assurance Company Limited, following its demerger from Prudential plc. The agreement restricts use of the “Prudential” and “Pru” names and marks in a number of countries outside the Americas, including Europe, Africa and most parts of Asia. Where these limitations apply, we combine our “Rock” symbol with alternative word marks. We believe that these limitations do not materially affect our ability to operate or expand internationally.

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Regulation

Overview

Our businesses are subject to comprehensive regulation and supervision. The purpose of these regulations is primarily to protect our customers and the overall financial system and not necessarily our shareholders or debt holders. Many of the laws and regulations to which we are subject are regularly re-examined. Existing or future laws and regulations may become more restrictive or otherwise adversely affect our operations or profitability, increase compliance costs, or increase potential regulatory exposure. In recent years we have experienced, and expect to continue to experience, extensive changes in the laws and regulations, and regulatory frameworks applicable to our businesses. We cannot predict how current or future initiatives will further impact existing laws, regulations and regulatory frameworks.

The primary regulatory frameworks applicable to the Company are described further below.

U.S. Insurance Operations

Insurance Holding Company Regulation

We are subject to the insurance holding company laws in the states where our insurance subsidiaries are domiciled, which currently include New Jersey, Arizona and Indiana, or are treated as commercially domiciled, such as New York. These laws generally require each insurance company directly or indirectly owned by the holding company to register with the insurance department in the insurance company’s state of domicile and to furnish annually financial and other information about the operations of companies within the holding company system, including an assessment of the group’s risk management and current and future solvency position. Generally, all transactions among affiliates, including an insurer in the holding company system, must be fair and reasonable and, if material, require prior notice and approval or non-disapproval by the state’s insurance department. In addition, most states, including the states where our U.S. insurance companies are domiciled, have insurance laws that require regulatory approval of a direct or indirect change of control of an insurer or an insurer’s holding company.

The New Jersey Department of Banking and Insurance (“NJDOBI”) acts as the group-wide supervisor of Prudential Financial pursuant to New Jersey legislation that authorizes group-wide supervision of internationally active insurance groups (“IAIGs”). The law, among other provisions, authorizes NJDOBI to examine Prudential Financial and its subsidiaries, including by ascertaining the financial condition of the insurance companies for purposes of assessing enterprise risk through, among other things, periodic examinations of the books and records, financial reporting, policy filings and market conduct. In accordance with this authority, NJDOBI receives information about the Company’s operations beyond those of its New Jersey domiciled insurance subsidiaries. The National Association of Insurance Commissioners (“NAIC”) has developed and implemented a group capital calculation that uses a risk-based capital (“RBC”) aggregation methodology to serve as an additional tool to help state regulators assess potential risks.

State Insurance Regulation

State insurance laws regulate every aspect of our U.S. insurance operations. The insurance departments of all fifty states, the District of Columbia, and various U.S. territories and possessions oversee our activities. PICA is domiciled in New Jersey, with its primary regulatory authority being NJDOBI. Our other U.S. insurance companies are regulated principally by the insurance departments of their respective domicile states. Typically, insurance products require approval from state regulators in the jurisdiction where they are marketed.

State insurance authorities possess broad administrative powers concerning all aspects of insurance business, including, among other things: (1) licensing for business operations; (2) agent licensing; (3) asset admittance to statutory surplus; (4) regulation of premium rates for specific products; (5) policy form approvals; (6) oversight of unfair trade and claims practices; (7) establishment of reserve requirements and solvency standards; (8) determination of maximum interest rates on life insurance policy loans and minimum accumulation or surrender values; (9) regulation of permissible investments by type, amount, and valuation; and (10) oversight of reinsurance transactions, including captive reinsurers.

Insurance laws and regulations, including the NAIC’s Insurance Holding Company Act Model #440, mandate that our U.S. insurers submit financial statements to domestic regulators pursuant to prescribed accounting practices and procedures. The operations and accounts of our insurance companies are subject to examination at any time by the domiciliary department. Under Model #440, most other states defer to the primary domestic supervisor for financial reporting and oversight, provided the supervisor’s state maintains accreditation.

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Surplus and Capital

Insurers are required to sustain capital and surplus at or above the minimum thresholds prescribed by their respective jurisdictions. Regulatory authorities retain the discretionary power to restrict or suspend an insurer’s ability to offer policies if these requirements are not satisfied, or if continued operations are deemed potentially detrimental to policyholders.

Dividend Restrictions. State insurance laws generally limit the dividends and distributions an insurance subsidiary can pay its parent and restrict dealings with affiliates. Regulatory approval is required for dividends or affiliate transactions above set thresholds.

Risk-Based Capital. The majority of our U.S. insurance subsidiaries are governed by RBC requirements. RBC is calculated annually using a comprehensive formula that incorporates asset, premium, claim, expense, and statutory reserve factors, taking into account asset, insurance, interest rate, market, and business risk attributes.

Investments. U.S. state insurance laws restrict our subsidiaries' investments in certain assets and require portfolio diversification. Investments exceeding these limits are excluded from surplus calculations, and non-qualifying assets may need to be divested. Non-U.S. insurance subsidiaries also face investment regulations.

U.S. Federal and State Securities Regulation Affecting Insurance Operations

Our variable life insurance, variable annuity and mutual fund products generally are considered “securities” and therefore may be required to be registered and subject to regulation and reporting requirements under federal and/or state securities laws. Federal and state securities regulation may affect investment advice, sales and related activities with respect to these products.

Insurance Guaranty Association Assessments

Our U.S. and international insurance operations are subject to laws requiring insurers to be members and pay assessments covering certain obligations of insolvent insurers, typically based on each insurer’s share of business within the relevant jurisdiction. For our U.S. insurance operations, we paid $10 million, $71 million, and $0.7 million in assessments for 2025, 2024, and 2023, respectively, and we have established an estimated $5 million reserve as of December 31, 2025, for future assessments related to insurance companies currently subject to insolvency proceedings. For our Japan insurance operations, there were no payments made for 2025, 2024 or 2023.

ERISA

The Employee Retirement Income Security Act (“ERISA”) is a federal law regulating U.S. employee benefit plans sponsored by private employers and unions, covering pensions, profit-sharing, and welfare plans like health, life, and disability insurance. Certain provisions are also applicable to Individual Retirement Accounts (“IRAs”). ERISA sets rules for reporting and fiduciary conduct, and bans certain transactions, with civil and criminal penalties for violations. We offer services to ERISA plans and IRAs through our insurance, investment management and retirements businesses, including when acting as fiduciaries, and therefore we must comply with these rules, which can restrict business transactions with such plans and IRAs. Some services we provide rely on prohibited transaction exemptions such as the Qualified Professional Asset Manager (“QPAM”) exemption. Loss of QPAM status or disqualification under other applicable exemptions—due to criminal convictions or non-prosecution or deferred prosecution agreements—could negatively affect our investment management and Prudential Advisors business.

Fiduciary Rules and Other Standards of Care

The Company and our distributors are subject to rules regarding the standard of care applicable to sales of our products and the provision of advice to our customers, including, among others, the U.S. Department of Labor (“DOL”) fiduciary rule, the Securities and Exchange Commission (“SEC”) Regulation Best Interest, and the National Association of Insurance Commissioners (“NAIC”) and Japanese Financial Services Agency (“FSA”) Standard of Care regulations. Under certain circumstances and subject to certain conditions, these rules and standards of care may require us to act in our retail customers’ best interests and/or without placing our financial interest ahead of our customers’ interests. Complying with these rules and standards of care has resulted in and may continue to cause increased compliance costs.

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U.S. Investment and Retirement Products and Investment Management Operations

Our retirement and investment products and services are subject to federal and state securities and fiduciary laws, ERISA, and other laws and regulations. The SEC, the Financial Industry Regulatory Authority (“FINRA”), the Commodity Futures Trading Commission (“CFTC”), National Futures Association (“NFA”), state securities commissions, state banking and insurance departments, DOL and the Department of the Treasury are the principal U.S. regulators that regulate our U.S. retirement and investment management operations. In some cases, our domestic U.S. investment operations are also subject to non-U.S. securities laws and regulations.

Some of the separate account, registered fund and other pooled investment products offered by our businesses, in addition to being registered under the Securities Act, are registered as investment companies under the Investment Company Act of 1940, as amended, and the shares of certain of these entities are qualified for sale in some states and the District of Columbia. Separate account investment products are also subject to state insurance regulation as described above. We also have several subsidiaries that are registered as broker-dealers under the Securities Exchange Act of 1934 (“Exchange Act”), as amended, and are subject to federal and state regulation. In addition, we have subsidiaries that are investment advisers registered under the Investment Advisers Act of 1940, as amended. Our employees, as well as third-party advisors and licensed sales professionals within Prudential Advisors, insofar as they sell products that are securities, are subject to the Exchange Act and to examination requirements and regulation by the SEC, FINRA and state securities commissioners. Regulation and examination requirements also extend to various Prudential entities that employ or control those individuals.

We are also subject to the Setting Every Community Up for Retirement Enhancement (“SECURE”) Act, together with SECURE 2.0 (collectively, the “SECURE Act”), designed to broaden retirement plan access and savings. The SECURE Act makes pooled employer plans easier for small businesses, mandates coverage for long-term part-time workers, raises auto-enrollment caps, increases the minimum withdrawal age, removes IRA contribution age limits, and streamlines options for guaranteed lifetime income through annuity provider provisions.

U.S. Securities and Commodity Operations

We have subsidiaries that are broker-dealers or investment advisers. The SEC, the CFTC, state securities authorities, FINRA, the NFA, the Municipal Securities Rulemaking Board, and similar authorities are, as applicable, the principal regulators of these subsidiaries.

Our broker-dealer and commodities affiliates, regulated by organizations like FINRA and the NFA, must comply with rules on sales methods, trading practices, investment suitability, customer asset protection, capital adequacy, recordkeeping, and conduct. State and federal agencies, as well as self-regulatory bodies, oversee these activities and can impose penalties such as fines, suspensions, or other restrictions. Additionally, our U.S. broker-dealer subsidiaries are subject to federal net capital requirements that may limit their dividend payments to Prudential Financial.

International Insurance Operations

Our international insurance operations are principally supervised by regulatory authorities in the jurisdictions in which they operate. Our insurance operations in Japan are regulated by the FSA. Our Bermuda entities, including Gibraltar Reinsurance Company Ltd. and Lotus Reinsurance Company Ltd., as well as Prismic, in which Prudential has a significant equity interest, are regulated by the Bermuda Monetary Authority (the “BMA”). In addition to Japan and Bermuda, we operate insurance companies in Brazil and Mexico, and have insurance operations in China, India and Indonesia through joint ventures. We also have strategic investments in insurance operations in Ghana, Kenya and South Africa. The insurance regulatory bodies for these businesses typically oversee such issues as: (1) company licensing; (2) the licensing of insurance sales staff; (3) insurance product approvals; (4) sales practices; (5) claims payment practices; (6) permissible investments; (7) solvency and capital adequacy (similar to the RBC ratios employed by U.S. insurance regulators); (8) insurance reserves; (9) privacy; and (10) anti-money laundering and financial crimes, among other items. In some jurisdictions, for certain products, regulators will also mandate premium rates (or components of pricing) or minimum guaranteed interest rates. Regulators employ methods such as periodic audits of insurance company books and records, financial reporting obligations, market conduct examinations, and policy submission requirements to oversee our international insurance operations. Finally, insurance regulatory authorities in certain jurisdictions in which our insurance companies are domiciled, including Japan, must approve any change of control of the insurance companies organized under their laws.

Our Japan insurance operations are currently subject to a market-based capital standard called the Economic Solvency Ratio (“ESR”), which became effective in April 2025, with disclosure under the new framework required in 2026.

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International Investment and Retirement Products and Investment Management Operations

Our non-insurance international operations are supervised primarily by regulatory authorities in the countries in which they operate. We operate investment-related businesses in, among other jurisdictions, Japan, Taiwan, the U.K., Ireland, India, Hong Kong, Mexico, Germany, Luxembourg, the Netherlands, Switzerland, China and Singapore, and participate in investment-related joint ventures in China and South Africa and in a retirement related joint venture with operations in Chile, Peru and Colombia. These businesses may provide products such as investment management products and services, funds, separately managed accounts and retirement products. The regulatory authorities for these businesses typically oversee such issues as: (1) company licensing; (2) the licensing of investment product sales staff; (3) sales practices; (4) solvency and capital adequacy; (5) fund product approvals and related disclosures; and (6) securities, commodities, retirement, pension and related laws, among other items. In some cases, our international investment operations are also subject to U.S. securities laws and regulations.

Derivatives Regulation

Prudential Financial and our subsidiaries use derivatives for various purposes, including hedging interest rate, foreign currency, equity market and other exposures. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) established a framework for regulation by both the SEC and the CFTC of the over-the-counter derivatives markets. This framework sets out requirements regarding the clearing and reporting of derivatives transactions, as well as collateral posting requirements. Affiliated swaps entered into between our subsidiaries are generally exempt from most of these requirements.

Privacy, Data Protection and Cybersecurity Regulation

We are subject to U.S. federal and state laws, regulations, and directives that require (1) financial institutions and other businesses to protect the confidentiality, integrity, and availability of personal, proprietary, and other non-public information, including intellectual property, health-related and customer information; and (2) disclosure to customers and other appropriate individuals regarding the collection, disclosure and use of such information. We are also required to comply with international privacy laws, regulations and directives, including those affecting data privacy and protection and cross-border data transfers. Some countries mandate local data processing or storage, which may increase costs and affect operational efficiency and how products and services are offered in those countries. Generally, these U.S. and international laws, regulations and directives may require:

•protecting sensitive personal information, such as national identifier numbers (e.g., social security numbers) or racial or ethnic origin, from unauthorized use or disclosure;

•providing individuals with certain rights over their personal information, such as the right to access, correct, or delete their personal information;

•notifying affected individuals, regulators and others if there is a breach of the confidentiality, integrity, or availability of certain personal or confidential information;

•implementing programs to detect, prevent, and mitigate identity theft;

•identification of permissible uses for personal information, such as customer information and consumer report information and permissible telemarketing calls, e-mails, texts, and other consumers and customers communications;

•oversight of third parties that have access to, and handle, personal or confidential information;

Regulatory and legislative activity in the areas of privacy, data protection, and cybersecurity continues to increase worldwide. Financial regulators in the U.S. and international jurisdictions in which we operate continue to focus on data privacy and cybersecurity, including rulemaking and examinations of regulated entities, and have communicated heightened expectations. For example, the EU’s General Data Protection Regulation (“GDPR”) and UK’s Data Protection Act of 2018, as amended by the Data (Use and Access) Act of 2025, impose stringent rules and penalties. GDPR applies to any Prudential unit handling EU personal data. Other countries, such as Brazil, India, Japan, Argentina, and China, have adopted or are considering similar laws. In the U.S., new privacy laws are frequently proposed, including recent amendments to the Gramm-Leach-Bliley Act. The California Consumer Privacy Act and the California Privacy Rights Act grant broad rights and create strict obligations, with other states introducing similar laws and more expected nationwide and globally.

The NAIC Insurance Data Security Model Law, which has been adopted by more than 20 states, requires insurers to implement robust cybersecurity measures. In 2023, the NAIC released updated model privacy legislation, which states started adopting in 2024. New York, for example, has expanded its regulation, creating additional requirements. These laws increase compliance demands, noncompliance risks, and the potential for enforcement and reputational risk.

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For additional information regarding our cybersecurity risk management and governance, see “Item 1C. Cybersecurity.”

Artificial Intelligence

Regulatory standards relating to the use of artificial intelligence (“AI”) are evolving in the countries where we do business, and our use of AI may increase risks associated with bias, unfair discrimination, transparency, and information security. For example, the E.U. is in the process of introducing new regulations applicable to certain AI technologies and to the data used to train, test and deploy them. U.S. state regulators have also shown increasing concern about the use of AI and the potential for discrimination and bias in insurance practices. For example, in July 2024, the New York Department of Financial Services adopted Insurance Circular Letter No. 7 Re: Use of Artificial Intelligence Systems and External Consumer Data and Information Sources in Insurance Underwriting and Pricing, which imposes obligations on insurers using AI or external consumer data and information sources. In May 2024, Colorado passed Senate Bill 24-205 (“the Colorado AI Law”), which becomes effective on February 1, 2026, regulates certain AI systems, and imposes obligations on AI system deployers and developers doing business in Colorado. The application of existing law and introduction of new or revised laws and regulations may require changes in our operations, increased compliance costs and reduce benefits from our adoption of artificial intelligence technologies.

Anti-Money Laundering and Anti-Bribery Laws

Our businesses are subject to various anti-money laundering and financial transparency laws and regulations that seek to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. In addition, under current U.S. law and regulations we may be prohibited from dealing with certain individuals or entities in certain circumstances and we may be required to monitor customer activities, which may affect our ability to attract and retain customers. We are also subject to various laws and regulations relating to corrupt and illegal payments to government officials and others, including the U.S. Foreign Corrupt Practices Act and the U.K.’s Anti-Bribery Law. The obligation of financial institutions, including the Company, to identify their clients, to monitor for and report suspicious transactions, to monitor dealings with government officials, to respond to requests for information by regulatory authorities and law enforcement agencies, and to share information with other financial institutions, has required the implementation and maintenance of internal practices, procedures and controls.

Environmental Laws and Regulations

Federal, state and local environmental laws and regulations apply to our ownership and operation of real property. Inherent in owning and operating real property are the risks of hidden environmental liabilities and the costs of any required clean-up. Although unexpected environmental liabilities can always arise, we seek to minimize this risk by undertaking environmental assessments, among other measures prior to taking title to real estate.

In addition, certain states, including California, and the NAIC, require us to publicly report information about the Company’s greenhouse gas emissions and climate-related risks and opportunities.

Unclaimed Property Laws

We are subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and escheatment of unclaimed or abandoned funds, and we are subject to audit and examination for compliance with these requirements. For additional discussion of these matters, see Note 25 to the Consolidated Financial Statements.

Taxation

We are subject to income, premium, employment, excise, sales and other taxes related to both our U.S. and international operations. In addition, the life insurance, annuity, retirement and investment products we sell are subject to income and other taxes. Changes in the tax laws in the U.S. and internationally could adversely impact our tax position, make our products less attractive to customers, and/or adversely impact the profitability of such products. See “Income Taxes” in Note 2 to the Consolidated Financial Statements and Note 17 to the Consolidated Financial Statements for a description of the Company’s tax position and the impact of certain tax regulation.

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International and Global Regulatory Initiatives

The Group of Twenty nations (“G20”), the Financial Stability Board (“FSB”) and related bodies have developed proposals to address issues such as financial group supervision, capital and solvency standards, systemic risk, corporate governance including executive compensation, climate-related financial risks, and a host of related issues. The International Association of Insurance Supervisors (“IAIS”), the global standard setting body for the insurance sector, contributes to the work of G20 and FSB through the development of standards that are intended to promote effective and globally consistent supervision and maintain fair, safe and stable insurance markets. As a standard setting body, the IAIS does not have direct authority to require insurance companies to comply with the standards it develops. However, the Company and its businesses could become subject to them if they were adopted by their respective regulators, which could impact the manner in which we deploy our capital, structure and manage our businesses, and otherwise operate both within the U.S. and abroad.

Human Capital Resources

As of December 31, 2025, our employee population was comprised as set forth in the tables below:

__________

(1)Excludes independent contractors and other individuals classified as non-employees in their respective jurisdictions.

(2)Represents the total number of full-time equivalent positions and does not reflect the total number of individual employees as some work part-time.

Prudential’s Board of Directors, including its Corporate Governance and Business Ethics Committee, has oversight responsibility for our human capital resources, inclusive practices, and corporate culture. Human capital is discussed by management at every Board meeting and, at least once per year, the Board devotes time to discuss human capital at each business and functional leadership level across the Company.

Attracting Employees

Prudential is focused on attracting top-tier talent. We invest in cultivating a robust talent pipeline with diverse experiences, backgrounds, and skills to pursue our business goals by collaborating with external partners, utilizing innovative candidate sourcing tools, and enhancing our brand presence at industry events and conferences. Our recruitment process is designed to emphasize aligned skills and meritocratic principles, so we can position qualified talent in roles that best advance our organizational goals.

Developing Employees

We believe that our success is linked with the success of our employees. When they have the development tools and support they need to do their best work, the Company benefits. The talent practices and platforms we utilize have been designed to ensure all employees have the resources necessary to enhance their skills. Available resources include, among other things, on-demand learning content, coaching circles, and live learning events. Eligible U.S. employees are also required to participate in a suite of training courses on critical topics including, among other things, our code of conduct, security and safety, social media standards, and digital communication.

Retaining Employees

We believe that our rigorous talent acquisition process, provision of opportunities for professional enrichment and advancement throughout our employees’ careers, and our inclusive culture will enhance our ability to retain employees.

Prudential conducts a global employee survey, known as the “EQ Survey.” The EQ Survey solicits feedback on employee experiences related to Company culture, opportunities for growth and meaningful work, and the clarity, support, and collaboration provided by managers and teams. The results of the EQ Survey influence how we strengthen our culture and implement change within the Company. In 2025, 91% of our eligible global employees responded to the EQ Survey.

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Prudential’s annual turnover rate among its U.S. workforce (including voluntary and involuntary terminations) in 2025 was 10.3%. Voluntary turnover among Prudential’s U.S. workforce was 5.1%. In 2025, Prudential filled approximately 1,600 positions in the United States and 32% of those positions were filled internally.

Compensation Program and Retirement Plans

The philosophy underlying our compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our shareholders. Our objective is to recruit and retain the caliber of employees necessary to deliver sustained high performance to our shareholders, customers, and communities. Our compensation program is an important component of these overall human resources policies. Equally important, we view compensation practices as a means for communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements.

We view retirement benefits as a key component of our compensation program because they encourage long-term service. Accordingly, we offer our employees a comprehensive benefits program that provides the opportunity to accumulate retirement income. This program includes both defined benefit and defined contribution plans.

Periodically, we compare the competitiveness of our benefits programs for our employees, including retirement benefits, against other employers with whom we broadly compete for talent. It is our objective to provide our employees with a benefits package that is at or around the median of the competitive market when compared to other employers.

Available Information

Prudential Financial files periodic and current reports, proxy statements, and other information with the SEC. Such reports, proxy statements, and other information may be obtained through the SEC’s website (www.sec.gov).

You may also access our press releases, financial information, and reports filed with the SEC (for example, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and any amendments to those Forms) online at www.investor.prudential.com. Copies of any documents on our website are available without charge, and reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. The information found on our website is not part of this or any other report filed with or furnished to the SEC.

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Information About Our Executive Officers

The names of the executive officers of Prudential Financial and their respective ages and positions, as of February 12, 2026, were as follows:

Biographical information about Prudential Financial’s executive officers is as follows:

Andrew F. Sullivan was elected President, Chief Executive Officer and Director of Prudential Financial and PICA in March 2025. Prior to assuming his current role, he served as Executive Vice President and Head of International Businesses and Global Investment Management from January 2023 to March 2025. Before that, he served as Executive Vice President and Head of U.S. Businesses from December 2019 to December 2022. He also served as CEO of Prudential’s Workplace Solutions Group, which consisted of Prudential Retirement and Prudential Group Insurance. Prior to joining Prudential in 2011, he served as Senior Vice President at CareFirst BlueCross BlueShield. Previously, he spent eight years at Cigna where he held a number of senior leadership positions. He also held management roles at Diamond Technology Partners and DaimlerChrysler.

Ann M. Kappler was elected Executive Vice President and General Counsel for Prudential Financial and PICA in September 2020, and was named the Company’s Head of Corporate Affairs in March 2025. Previously, she served as Senior Vice President, Deputy General Counsel and Head of External Affairs from 2015 to 2020. She had served in various supervisory positions since 2009, including Deputy General Counsel and Head of External Affairs from 2014 to 2015, Chief Legal Officer for Litigation and Regulation from 2012 to 2014, and Chief Legal Officer for Corporate Services from 2009 to 2012. Prior to joining Prudential in 2009, she was a Partner at Wilmer Cutler Pickering Hale and Dorr, General Counsel at Fannie Mae, and a Litigation Partner at Jenner & Block. She started her career as a Judicial Law Clerk at the U.S. Supreme Court and the U.S. Court of Appeals, D.C. Circuit.

Yanela C. Frias was elected Executive Vice President and Chief Financial Officer of Prudential Financial and PICA in March 2024. Prior to this role, she was President of Prudential’s Group Insurance business from October 2021 to March 2024. Previously, she served as President of Prudential Retirement from 2019 to 2021 and as Head of Investment & Pension Solutions from 2017 to 2019. She also held various positions within Prudential, including serving as Chief Financial Officer for Prudential’s Individual Annuities and Individual Life Insurance businesses. Ms. Frias joined Prudential in 1997.

Jacques P. Chappuis was elected President and Chief Executive Officer of PGIM in March 2025. Prior to joining Prudential, he served as the co-head of Morgan Stanley Investment Management and as a member of the Morgan Stanley Management Committee. From 2016 to 2023, he was global head of Distribution and co-head of the Solutions and Multi-Asset Group for MSIM. He also served as head of Investment Solutions at The Carlyle Group from 2013 to 2016 and, prior to that, held senior leadership roles in Morgan Stanley’s Investment Management and Wealth Management businesses. Prior to Morgan Stanley, he was head of alternative investments for Citigroup’s Global Wealth Management Group and earlier a managing director at Citigroup Alternative Investments. He was also a consultant at the Boston Consulting Group and an investment banker at Bankers Trust Company.

Phil Waldeck was elected Executive Vice President and Head of U.S. Businesses for Prudential Financial and PICA in February 2026. Prior to this role, he served as head of Multi-Asset and Quantitative Solutions at PGIM from October 2021 to February 2026. Previously, he was Senior Vice President and Chief Transformation Officer for Prudential Financial from February 2020 to October 2021. Earlier, he served as Chief Executive Officer of Prudential’s Workplace Solutions Group and, prior to that, as President of Prudential’s Retirement group. Prior to joining Prudential in 2004, he was Senior Vice President in Cigna’s retirement business.

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Vicki A. Walia was elected Executive Vice President and Chief People Officer of Prudential Financial and PICA in March 2025. Prior to this role, she served as head of Human Resources for the U.S. businesses and PGIM from April 2022 to March 2025. Previously, she was Chief Talent and Capability Officer from 2018 to 2022. Prior to joining Prudential in 2018, she was head of People at Moody’s Analytics. From 2007 to 2017, she held a number of senior leadership roles at AllianceBernstein, cumulating as head of Digital Strategy and Innovation. She began her career at Development Dimensions International.

Scott E. Case was elected Executive Vice President and Head of Global Technology and Operations for Prudential Financial and PICA in November 2024. Prior to joining Prudential, he served as Chief Information Officer at Truist from 2019 to 2024. Prior to Truist, he was Chief Technology Officer at SunTrust for the company’s consumer segment. He also held various positions at John Hancock, First Union National Bank, and Bank of America.

Timothy L. Schmidt was elected Senior Vice President and Chief Investment Officer of Prudential Financial and PICA in December 2018. He chairs the Senior Asset Liability Committee and serves as Prudential’s representative to the Institute of International Finance’s Committee on Asset and Investment Management. Previously, he served as Head of Global Portfolio Management for Prudential from 2012 to 2018 and, prior to that, he was responsible for the overall asset/liability management for Prudential’s Retirement and Group Insurance businesses. Prior to joining Prudential in 2010, he was Chief Financial Officer for MetLife’s Individual Business and had headed MetLife’s Wealth Strategy Group. Earlier in his 25-year tenure at MetLife, he held various positions in the investment organization, including Head of MetLife’s Portfolio Management Unit, as well as its Structured Finance and Government Securities unit.