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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): February 7, 2023
  ___________________________
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
  ___________________________
New Jersey001-1670722-3703799
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, Par Value $.01PRUNew York Stock Exchange
5.950% Junior Subordinated NotesPRHNew York Stock Exchange
5.625% Junior Subordinated NotesPRSNew York Stock Exchange
4.125% Junior Subordinated NotesPFHNew 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 2.02    Results of Operations and Financial Condition.

Prudential Financial, Inc. (the "Company") furnishes herewith, as Exhibit 99.1, a news release announcing fourth quarter 2022 results.

Item 7.01    Regulation FD Disclosure.

A.
Quarterly Financial Supplement. The Company furnishes herewith, as Exhibit 99.2, the Quarterly Financial Supplement for fourth quarter 2022.
B.
Conference Call and Related Materials. Members of the Company's senior management will hold a conference call on Wednesday, February 8, 2023 at 11:00 A.M. ET, to discuss the Company's fourth quarter 2022 results. Related materials are available on the Company's Investor Relations website at www.investor.prudential.com.
C.
Share Repurchase Authorization. Today, 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, 2023 through December 31, 2023.

The timing and amount of any share repurchases under the Company’s share repurchase 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.
D.
Dividend Declaration. Today the Company announced the declaration of a quarterly dividend of $1.25 per share of Common Stock, payable on March 16, 2023, to shareholders of record as of February 21, 2023.

Investors and others should note that the Company routinely uses its Investor Relations website to post presentations to investors and other important information, including information that may be deemed material to investors. Accordingly, the Company encourages investors and others interested in the Company to review the information that it shares at www.investor.prudential.com. Interested parties may register to receive automatic email alerts when presentations and other information are posted to the Investor Relations website by clicking on “Subscribe to Email Alerts" at www.investor.prudential.com and following the instructions provided.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.



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: February 7, 2023
PRUDENTIAL FINANCIAL, INC.
By:/s/ Robert D. Axel
 Name: Robert D. Axel
Title:   Senior Vice President and Principal Accounting Officer
 


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