8-K
PRUDENTIAL FINANCIAL INC (PRU)
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<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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<br>Symbol(s) | Name of Each Exchange<br> <br>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. |
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(d) Exhibits.
| Exhibit<br>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 |
EX-99.1
Exhibit 99.1
Prudential Financial Elects Joseph Wolk to Board of Directors
NEWARK, N.J., September 30, 2025 – (BUSINESS WIRE) – Prudential Financial, Inc. (NYSE: PRU) announced today that Joseph Wolk has been elected to the Board of Directors as an independent director, effective September 30, 2025. He will serve on the Board’s Audit and Finance Committees.
Wolk brings extensive experience shaping financial strategy and performance, most notably in his current role as executive vice president and chief financial officer at Johnson & Johnson, where he also serves on the company’s Executive Committee. Wolk also leads Johnson & Johnson’s global shared services, managing an array of functions for a global workforce of more than 130,000 employees. Since his 2018 appointment as chief financial officer, Wolk has led the company’s long-term financial strategy, capital allocation, and operational transformation initiatives, including the separation of Johnson & Johnson’s consumer health business.
“We are pleased Joe is joining the Prudential Board,” said Sandra Pianalto, director and chair of the Board’s Corporate Governance and Business Ethics Committee. “His deep expertise in global finance, operational excellence, and stakeholder engagement will be an asset as Prudential continues to evolve and grow.”
Wolk joined Johnson & Johnson in 1998 and has held numerous senior financial roles across its pharmaceutical and medical technology segments. He is the founding chair of Johnson & Johnson Impact Ventures, an investment fund focused on advancing underinvested healthcare solutions in developing countries. Before Johnson & Johnson, he held various accounting roles at AMETEK, Inc. He holds a JD from Temple University School of Law and a bachelor’s degree in finance from Saint Joseph’s University, where he was recently inducted into the Haub School of Business’ Hall of Fame.
About Prudential Financial
Prudential Financial, Inc. (NYSE: PRU), a global financial services leader and premier active global investment manager with approximately $1.6 trillion in assets under management as of June 30, 2025, has operations in the United States, Asia, Europe, and Latin America. Prudential’s diverse and talented employees help make lives better and create financial opportunity for more people by expanding access to investing, insurance, and retirement security. Prudential’s iconic Rock symbol has stood for strength, stability, expertise, and innovation for 150 years. For more information, please visit news.prudential.com.
PrudentialMedia Contact: Emily Blum, emily.blum@prudential.com
