Filed Pursuant to Rule 424(b)(2)
Registration No. 333-277590
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell
these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Preliminary Prospectus Supplement
(To Prospectus dated
March 1, 2024)
Subject To Completion. Dated March 6, 2024.
$
Prudential Financial, Inc.
% Fixed-to-Fixed Reset Rate Junior Subordinated Notes
due 2054
The % Fixed-to-Fixed Reset Rate Junior Subordinated Notes
due 2054, or the notes, are our unsecured, subordinated debt instruments and will bear interest (i) from the date they are issued to, but excluding, March 15, 2034, at an annual rate of %, and (ii) from, and
including, March 15, 2034, during each interest period at an annual rate equal to the five-year Treasury rate as of the most recent reset interest determination date, in each case to be reset on each interest reset date, plus %. Interest
will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. So long as no event of default with respect to the notes has occurred and is continuing, we have the right, on one or
more occasions, to defer the payment of interest on the notes as described under Description of the Junior Subordinated NotesOption to Defer Interest Payments in this prospectus supplement for one or more consecutive interest
periods up to five years. Deferred interest will accrue additional interest at an annual rate equal to the annual interest rate then applicable to the notes. See Description of the Junior Subordinated NotesInterest Rate and Interest
Payment Dates in this prospectus supplement for the definitions of interest period, five-year Treasury rate, reset interest determination date and interest reset date.
The principal amount of the notes will become due on March 15, 2054. Payment of the principal on the notes will be accelerated only in the
case of our bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration in the case of default in the payment of interest on the notes or the performance of any of our other obligations with respect to the
notes.
We may redeem the notes at our option for cash, at the times and at the applicable redemption prices described in this prospectus
supplement.
The notes will be unsecured, subordinated and junior in right of payment to all our existing and future senior indebtedness (as
defined in this prospectus supplement). The notes will rank pari passu with our 5.20% Fixed-to-Floating Rate Junior Subordinated Notes due 2044, our 5.375% Fixed-to-Floating Rate Junior Subordinated Notes due 2045 (the 2045 notes), our 4.500%
Fixed-to-Floating Rate Junior Subordinated Notes due 2047, our 5.700% Fixed-to-Floating
Rate Junior Subordinated Notes due 2048, our 3.700% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050, our 5.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052, our 6.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due
2052, our 6.750% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2053, our 5.625% Junior Subordinated Notes due 2058, our 4.125% Junior Subordinated Notes due
2060, and our 5.950% Junior Subordinated Notes due 2062. All of our other existing indebtedness for money borrowed is senior to the notes.
We do not intend to apply for listing of the notes on any securities exchange.
The notes are not deposits or savings accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.
Investing in
the notes involves risks. See Risk Factors beginning on page S-6 of this prospectus supplement and the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023, incorporated by reference herein.
Neither the
Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
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Per Note |
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Total |
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Initial public offering price(1) |
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% |
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$ |
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Underwriting Discount |
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% |
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$ |
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Proceeds, before expenses, to Prudential Financial, Inc. |
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% |
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$ |
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(1) |
Plus accrued interest, if any, from March , 2024 if settlement occurs after that date.
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The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of
its participants, including Clearstream Banking S.A. (Clearstream) and Euroclear Bank SA/NV (Euroclear), against payment in New York, New York on or about March , 2024.
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Wells Fargo Securities |
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Barclays |
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Goldman Sachs & Co. LLC |
HSBC |
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J.P. Morgan |
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Morgan Stanley |
Joint Book Runners
Prospectus Supplement dated March , 2024.