Certificate of Incorporation/Bylaws - Form 8-K

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): January 30, 2023

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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 30, 2023, the Board of Directors of Prudential Financial, Inc. (the "Company") adopted an amendment to the Company's Amended and Restated By-Laws,effective immediately. The amendment amends the By-Lawsas follows:

•

Article III, Section 1 (Directors; Number and Election of Directors) has been amended to provide that the Board of Directors shall consist of not less than nine nor more than fourteen members, the exact number of which shall be determined from time to time by resolution adopted by the Board of Directors.

The foregoing description of the Company's Amended and Restated By-Lawsis qualified in all respects by reference to the text of the Amended and Restated By-Laws,a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-Kand incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

3.1		Amended and Restated By-Laws of Prudential Financial, Inc., effective January 30, 2023
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: January 30, 2023