PRUDENTIAL FINANCIAL INCPRU
PRUDENTIAL FINANCIAL INC Debt Disclosure
SHORT-TERM AND LONG-TERM DEBT
Interest expense for short-term and long-term debt was $1,967 million, $1,956 million and $1,749 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Short-term Debt
The table below presents the Company’s short-term debt at December 31, for the years indicated as follows:
| 2025 | 2024 | ||||||||||
| ($ in millions) | |||||||||||
| Commercial paper: | |||||||||||
| Prudential Financial | $ | 25 | $ | 25 | |||||||
| Prudential Funding, LLC | 849 | 496 | |||||||||
| Subtotal commercial paper | 874 | 521 | |||||||||
| Current portion of long-term debt: | |||||||||||
| Senior Notes | 536 | 0 | |||||||||
| Surplus Notes | 0 | 347 | |||||||||
| Mortgage Debt | 33 | 85 | |||||||||
| Subtotal Current portion of long-term debt | 569 | 432 | |||||||||
| Subtotal | 1,443 | 953 | |||||||||
Less: Assets under set-off arrangements | 0 | 0 | |||||||||
Total short-term debt(1) | $ | 1,443 | $ | 953 | |||||||
| Supplemental short-term debt information: | |||||||||||
| Portion of commercial paper borrowings due overnight | $ | 175 | $ | 310 | |||||||
| Daily average commercial paper outstanding for the quarter ended | $ | 2,389 | $ | 1,823 | |||||||
| Weighted average maturity of outstanding commercial paper, in days | 11 | 15 | |||||||||
| Weighted average interest rate on outstanding commercial paper | 3.72 | % | 4.61 | % | |||||||
__________
(1)Includes Prudential Financial debt of $561 million and $25 million as of December 31, 2025 and 2024, respectively.
At December 31, 2025 and 2024, the Company was in compliance with all covenants related to the above debt.
Commercial Paper
Prudential Financial has a commercial paper program with an authorized capacity of $3.0 billion. Prudential Financial’s commercial paper borrowings have generally been used to fund the working capital needs of its subsidiaries and provide short-term liquidity at Prudential Financial.
Prudential Funding, LLC (“Prudential Funding”), a wholly-owned subsidiary of PICA, has a commercial paper program, with an authorized capacity of $7.0 billion. Prudential Funding commercial paper borrowings generally have served as an additional source of financing to meet the working capital needs of PICA and its subsidiaries. Prudential Funding also lends to other subsidiaries of Prudential Financial up to limits agreed with the NJDOBI. Prudential Funding maintains a support agreement with PICA whereby PICA has agreed to maintain Prudential Funding’s tangible net worth at a positive level. Additionally, Prudential Financial has issued a subordinated guarantee covering Prudential Funding’s $7.0 billion commercial paper program.
Federal Home Loan Bank of New York
PICA is a member of the FHLBNY. Membership allows PICA access to the FHLBNY’s financial services, including the ability to obtain collateralized loans and to issue collateralized funding agreements. Under applicable law, the funding agreements issued to the FHLBNY have priority claim status above debt holders of PICA. FHLBNY borrowings and funding agreements are collateralized by qualifying mortgage-related assets or U.S. Treasury securities, the fair value of which must be maintained at certain specified levels relative to outstanding borrowings. FHLBNY membership requires PICA to own member stock and borrowings require the purchase of activity-based stock in an amount equal to 4.5% of outstanding borrowings. Under FHLBNY guidelines, if any of PICA’s financial strength ratings decline below A-/A3/A- Negative by S&P/Moody’s/Fitch, respectively, and the FHLBNY does not receive written assurances from the NJDOBI regarding PICA’s solvency, new borrowings from the FHLBNY would be limited to a term of 90 days or less. Currently there are no restrictions on the term of borrowings from the FHLBNY. All FHLBNY stock purchased by PICA is classified as restricted general account investments within “Other invested assets,” and the carrying value of these investments was $141 million and $142 million as of December 31, 2025 and 2024, respectively.
NJDOBI permits PICA to pledge collateral to the FHLBNY in an amount of up to 5% of its prior year-end statutory net admitted assets, excluding separate account assets. Based on PICA’s statutory net admitted assets as of December 31, 2024, the 5% limitation equates to a maximum amount of eligible assets of $7.5 billion and an estimated maximum borrowing capacity (after taking into account required collateralization levels) of $6.0 billion. Nevertheless, FHLBNY borrowings are subject to the FHLBNY’s discretion and to the availability of qualifying assets at PICA.
As of December 31, 2025, $2.5 billion of funding agreements remain outstanding under this facility, with maturities ranging from February 2027 to November 2029 and rates ranging from 1.925% to 4.510%. These funding agreements are reflected as “Policyholders’ account balances” on the Consolidated Statements of Financial Position and as such are not included in the table above.
Federal Agricultural Mortgage Corporation
In September 2023, as an additional source of liquidity, the Company entered into an agreement with the Federal Agricultural Mortgage Corporation (“Farmer Mac”), under which the Company can borrow up to $750 million by issuing funding agreements to a subsidiary of Farmer Mac, with borrowings secured by a pledge of certain eligible agricultural property loans. At December 31, 2025, no amounts were drawn from this facility.
Credit Facilities
As of December 31, 2025, the Company maintained syndicated, unsecured committed credit facilities as described below.
| Borrower | Original Term | Expiration Date | Capacity | Amount Outstanding | |||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Prudential Financial and Prudential Funding | 5 years | Jul-29 | $ | 4,000 | $ | 0 | |||||||||||||||||
| Prudential Holdings of Japan, Inc. | 5 years | Sep-29 | ¥ | 100,000 | ¥ | 0 | |||||||||||||||||
In July 2024, the Company amended and restated its $4.0 billion five-year credit facility that has both Prudential Financial and Prudential Funding as borrowers and a syndicate of financial institutions as lenders, extending the term of the facility to July 2029. The credit facility contains customary representations and warranties, covenants and events of default, and borrowings are not contingent on the borrowers’ credit ratings nor subject to material adverse change clauses. Borrowings under this facility are conditioned on the continued satisfaction of customary conditions, including Prudential Financial’s maintenance of consolidated net worth of at least $22.1 billion. For these purposes, consolidated net worth is calculated as U.S. GAAP equity excluding AOCI, equity of noncontrolling interests, equity attributable to the Closed Block, and certain adjustments related to the Company’s adoption of Targeted Improvements to the Accounting for Long‑Duration Contracts (“ASU 2018‑12”) in the first quarter of 2023. The Company expects that it may borrow under the facility from time to time to fund its working capital needs. In addition, amounts under this credit facility may be drawn in the form of standby letters of credit that can be used to meet the Company’s operating needs.
In September 2024, the Company refinanced its ¥100 billion five-year credit facility, on which Prudential Holdings of Japan, Inc. (“PHJ”) is a borrower, extending the term of the facility to September 2029. This facility also contains customary representations and warranties, covenants, and events of default and borrowings are not contingent on the borrower’s credit ratings nor subject to material adverse change clauses.
Borrowings under each of these credit facilities may be used for general corporate purposes. As of December 31, 2025, the Company was in compliance with the covenants under each of these credit facilities.
In addition to the above credit facilities, the Company had access to $313 million of certain other lines of credit at December 31, 2025, of which $100 million was for the sole use of certain real estate separate accounts. The separate account facilities include loan-to-value ratio requirements and other financial covenants, and recourse on obligations under these facilities is limited to the assets of the applicable separate account. At December 31, 2025, $42 million of these credit facilities were used. The Company also has access to uncommitted lines of credit from financial institutions.
Agreements for Senior Notes Issuance
In May 2020, Prudential Financial entered into a ten-year facility agreement with a Delaware trust upon the completion of the sale of $1.5 billion of trust securities by that Delaware trust in a Rule 144A private placement. The trust invested the proceeds from the sale of the trust securities in a portfolio of principal and/or interest strips of U.S. Treasury securities. The facility agreement provides Prudential Financial the right to issue and sell to the trust from time to time up to $1.5 billion of 2.850% senior notes due May 15, 2030 and receive in exchange a corresponding amount of the U.S. Treasury securities held by the trust. In return, the Company agreed to pay a semi-annual facility fee to the trust at a rate of 2.175% per annum applied to the maximum amount of senior notes that the Company could issue and sell to the trust. Similar to the Company’s put option agreement, the facility agreement with the trust provides Prudential Financial with a source of liquid assets.
The right to issue senior notes described above will be exercised automatically in full upon the Company’s failure to make certain payments to the trust, such as paying the facility fee or reimbursing the trust for its expenses, if the Company’s failure to pay is not cured within 30 days, and upon an event involving its bankruptcy. The Company is also required to exercise this issuance right if its consolidated stockholders’ equity, calculated in accordance with U.S. GAAP but excluding AOCI, falls below $9.0 billion, subject to adjustment in certain cases. Prior to any involuntary exercise of the issuance right, the Company has the right to repurchase any of its senior notes then held by the trust in exchange for a corresponding amount of U.S. Treasury securities. Finally, Prudential Financial may redeem any outstanding senior notes, in whole or in part, prior to February 15, 2030, at a redemption price equal to the greater of par or a make-whole price, or thereafter, at par.
In March 2023, Prudential Financial entered into ten-year and thirty-year facility agreements with two Delaware trusts upon the completion of the sale of $1.5 billion of trust securities by the trusts in a Rule 144A private placement. The trusts invested the proceeds from the sale of the trust securities in portfolios of principal and/or interest strips of U.S. Treasury securities. The facility agreements provide Prudential Financial the right to issue and sell to the trusts from time to time up to $800 million of 5.791% senior notes due February 15, 2033 and $700 million of 5.997% senior notes due February 15, 2053, and receive in exchange a corresponding amount of the U.S. Treasury securities held by the trusts. In return, the Company agreed to pay semi-annual facility fees to the trusts at rates of 1.815% and 2.066% per annum for the ten-year and thirty-year facilities, respectively, applied to the maximum amount of senior notes that the Company could issue and sell to the trusts.
The right to issue senior notes described above will be exercised automatically in full upon the Company’s failure to make certain payments to the trusts, such as paying the facility fee or reimbursing the trusts for their expenses, if the Company’s failure to pay is not cured within 30 days, and upon an event involving its bankruptcy. The Company is also required to exercise this issuance right if its consolidated stockholders’ equity, calculated in accordance with U.S. GAAP but excluding AOCI, falls below $9.0 billion, subject to adjustment in certain cases. Prior to any involuntary exercise of the issuance right, the Company has the right to repurchase any of its senior notes then held by the trusts in exchange for a corresponding amount of U.S. Treasury securities. Finally, Prudential Financial may redeem any outstanding senior notes, in whole or in part, prior to February 15, 2033 and February 15, 2053 for the ten-year and thirty-year facilities, respectively, at a redemption price equal to the greater of par or a make-whole price, or thereafter, at par.
Long-term Debt
The table below presents the Company’s long-term debt at December 31, for the years indicated as follows:
| Maturity Dates | Rate(1) | December 31, | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||
| Fixed-rate notes: | |||||||||||||||||||||||
Surplus Notes | $ | 0 | $ | 0 | |||||||||||||||||||
Surplus Notes subject to set-off arrangements(2) | 2035-2049 | 3.66%-5.48% | 15,744 | 14,748 | |||||||||||||||||||
Senior Notes | 2026-2051 | 1.50%-6.63% | 10,823 | 10,245 | |||||||||||||||||||
Mortgage Debt(3) | 2029-2034 | 1.28%-2.21% | 134 | 69 | |||||||||||||||||||
| Floating-rate notes: | |||||||||||||||||||||||
| Line of Credit | 2027 | 5.62%-5.98% | 255 | 255 | |||||||||||||||||||
Mortgage Debt(3) | 2029-2031 | 0.95%-1.74% | 49 | 31 | |||||||||||||||||||
Junior Subordinated Notes(4) | 2045-2062 | 1.72%-6.75% | 7,595 | 8,587 | |||||||||||||||||||
| Subtotal | 34,600 | 33,935 | |||||||||||||||||||||
Less: Assets under set-off arrangements(5) | 15,744 | 14,748 | |||||||||||||||||||||
Total long-term debt(6) | $ | 18,856 | $ | 19,187 | |||||||||||||||||||
__________
(1)Ranges of interest rates are for the year ended December 31, 2025.
(2)Amount includes $7.6 billion of surplus notes used to finance Guideline AXXX reserves for business reinsured to Somerset Re in March 2024. See Note 15 for additional information.
(3)Includes $184 million and $100 million of debt denominated in foreign currency at December 31, 2025 and 2024, respectively.
(4)Includes Prudential Financial debt of $7,555 million and subsidiary debt of $40 million denominated in foreign currency at December 31, 2025.
(5)Assets under set-off arrangements represent a reduction in the amount of surplus notes included in long-term debt, resulting from an arrangement where valid rights of set-off exist and it is the intent of both parties to settle on a net basis under legally enforceable arrangements. These assets include available-for-sale securities that are reported at fair value.
(6)Includes Prudential Financial debt of $18,378 million and $18,793 million at December 31, 2025 and 2024, respectively.
At December 31, 2025 and 2024, the Company was in compliance with all debt covenants related to the borrowings in the table above.
The following table presents the contractual maturities of the Company’s long-term debt as of December 31, 2025:
| Calendar Year | |||||||||||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | 2030 | 2031 and thereafter | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Long-term debt | $ | 63 | $ | 667 | $ | 95 | $ | 750 | $ | 17,281 | $ | 18,856 | |||||||||||||||||||||||
Senior Notes
Under its shelf registration statement, the Company has issued Medium-Term Notes and InterNotes® Retail Notes. In addition, the Company completed a debt exchange offer in 2017, pursuant to which it issued two series of Senior Notes.
The table below presents the Company’s balances related to these issuances, as well as its mortgage debt balance, as of December 31 for the years indicated as follows:
| Facility Name | Maturity Date Range | 2025 Amount Outstanding | 2024 Amount Outstanding | |||||||||||||||||
(in millions) | ||||||||||||||||||||
Medium-Term Notes(1) | 2026-2051 | $ | 9,130 | $ | 8,382 | |||||||||||||||
Senior Notes | 2047-2049 | 1,502 | 1,493 | |||||||||||||||||
InterNotes® Retail Notes(1) | 2026-2045 | 727 | 370 | |||||||||||||||||
| Mortgage Debt(1) | 2026-2034 | 217 | 185 | |||||||||||||||||
| Total | $ | 11,576 | $ | 10,430 | ||||||||||||||||
__________
(1)Includes $569 million of notes from current portion of long-term debt as of December 31, 2025.
The weighted average interest rate on outstanding Medium-Term Notes, Senior Notes, and InterNotes® Retail Notes, including the effect of interest rate hedging activity, was 4.48% and 4.43% for the years ended December 31, 2025 and 2024, respectively, excluding the effect of debt issued to consolidated subsidiaries.
Funding Agreement-Backed Notes and Commercial Paper Programs
The Company maintains FABN and FACP programs in which statutory trusts issue medium-term notes and commercial paper secured by funding agreements issued to the trusts by PICA. These obligations are included in “Policyholders’ account balances” and not included in the foregoing table. See Note 13 for further discussion of these obligations.
Surplus Notes
Fixed-rate surplus notes are subordinated to other PICA borrowings and policyholder obligations, and the payment of interest and principal may only be made with the prior approval of the NJDOBI. The NJDOBI could prohibit the payment of the interest and principal on the surplus notes if certain statutory capital requirements are not met. As of December 31, 2025 and 2024, PICA had $0 million and $347 million of fixed-rate surplus notes outstanding, respectively. The surplus notes that were outstanding at December 31, 2024, met the statutory capital requirements mentioned above and, based on their July 2025 maturity date, were reclassified to short-term debt.
Surplus Notes with Set-Off Arrangements
| Agreement Start Date | Maturity Years | Maximum Borrowing Capacity | 2025 Amount Outstanding | 2024 Amount Outstanding | ||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||
Regulation XXX | ||||||||||||||||||||||||||
| 2024 | 2044 | $ | 8,000 | $ | 7,660 | $ | 7,560 | |||||||||||||||||||
| Guideline AXXX | ||||||||||||||||||||||||||
| 2024(1) | 2049 | 9,500 | 7,584 | 6,888 | ||||||||||||||||||||||
| Other Notes | ||||||||||||||||||||||||||
| 2019 | 2035 | 4,000 | 500 | 300 | ||||||||||||||||||||||
| Total | $ | 21,500 | $ | 15,744 | $ | 14,748 | ||||||||||||||||||||
__________
(1)Amount includes $7.6 billion of surplus notes used to finance Guideline AXXX reserves for business reinsured to Somerset Re in March 2024. See Note 15 for additional information.
Surplus Notes Supporting Regulation XXX and Guideline AXXX Reserves
As shown in the table above, the Company’s captive reinsurance subsidiaries maintain facilities with external counterparties providing for the issuance of surplus notes by the captive to finance reserves required under Regulation XXX and Guideline AXXX. Under these facilities, the captives receive in exchange for the surplus notes one or more credit-linked notes issued by special-purpose affiliates in aggregate principal amounts equal to the surplus notes issued. The captives hold the credit-linked notes as assets supporting the non-economic portion of the statutory reserves required to be held by the Company’s domestic insurance subsidiaries under Regulation XXX and Guideline AXXX in connection with the reinsurance of term life or universal life insurance policies through the captive. The non-economic portion of the statutory reserve equals the difference between the statutory reserve required under Regulation XXX and Guideline AXXX and the amount the Company considers necessary to maintain solvency for moderately adverse experience. The credit-linked notes are redeemable for cash upon the occurrence of a liquidity stress event affecting the captives and external counterparties have agreed to fund these payments in return for a fee. Under certain of these different transactions, Prudential Financial has agreed to reimburse the captive for investment losses in excess of specified amounts.
For each of the above transactions, because valid rights of set-off exist, interest and principal payments on the surplus notes and on the related credit-linked notes are settled on a net basis, and the surplus notes are reflected in the Company’s total consolidated borrowings on a net basis. The surplus notes for the captive reinsurance subsidiaries described above are subordinated to policyholder obligations, and the repayment of principal may only be made with prior approval of the Arizona Department of Insurance and Financial Institutions, the domiciliary insurance regulator of the captives. The payment of interest
on the surplus notes has been approved by the Arizona Department of Insurance and Financial Institutions, subject to its ability to withdraw that approval.
Other Surplus Notes
The surplus note facility listed under “Other Notes” in the table above reflects a financing facility that Prudential Legacy Insurance Company of New Jersey (“PLIC”) has entered into with certain external counterparties and a special-purpose affiliate, pursuant to which PLIC may, at its option, issue and sell to the affiliate up to $4.0 billion in aggregate principal amount of surplus notes, in return for an equal principal amount of credit-linked notes. The credit-linked notes are redeemable for cash upon the occurrence of a liquidity stress event affecting PLIC, and external counterparties have agreed to fund these payments in return for a fee. Upon issuance, PLIC would hold any credit-linked notes as assets to support future statutory surplus needs within PLIC.
In December 2025, the Company entered into an agreement with an external counterparty that allows for the issuance by PICA of up to $500 million in principal amount of surplus notes in return for a corresponding amount of credit-linked notes issued by a special-purpose wholly owned subsidiary of the Company. As of December 31, 2025, $287 million in principal amount of these surplus notes and credit-linked notes were outstanding. The surplus notes and credit-linked notes eliminate upon consolidation and are not reflected in the Company’s financial statements.
PICA holds these credit-linked notes as assets supporting statutory requirements and can redeem the principal amount of these outstanding credit-linked notes for cash upon the occurrence of specified liquidity stress events affecting PICA. Under the agreement, the external counterparty has agreed to fund any such payments under these credit-linked notes in return for the receipt of fees. To date, no such payments under these credit-linked notes have been required.
Junior Subordinated Notes
Prudential Financial’s junior subordinated notes outstanding are considered hybrid securities that receive enhanced equity treatment from the rating agencies. These notes outstanding, along with their key terms, are as follows:
| Issue Date | Principal Amount | Initial Interest Rate | Investor Type | Optional Redemption Date | Interest Rate Subsequent to Optional Redemption Date | Maturity Date | |||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Sep-17 | $ | 750 | 4.50 | % | Institutional | 9/15/2027 | 4.50% | 9/15/2047 | |||||||||||||||||||||||||||
| Aug-18 | $ | 565 | 5.63 | % | Retail | 8/15/2023 | 5.63% | 8/15/2058 | |||||||||||||||||||||||||||
| Sep-18 | $ | 1,000 | 5.70 | % | Institutional | 9/15/2028 | SOFR + 2.93% | 9/15/2048 | |||||||||||||||||||||||||||
| Aug-20 | $ | 500 | 4.13 | % | Retail | 9/1/2025 | 4.13% | 9/1/2060 | |||||||||||||||||||||||||||
| Aug-20 | $ | 800 | 3.70 | % | Institutional | 10/1/2030 | US Treasury + 3.04% | 10/1/2050 | |||||||||||||||||||||||||||
| Feb-22 | $ | 1,000 | 5.13 | % | Institutional | 2/28/2032 | US Treasury + 3.16% | 3/1/2052 | |||||||||||||||||||||||||||
| Aug-22 | $ | 300 | 5.95 | % | Retail | 9/1/2027 | 5.95% | 9/1/2062 | |||||||||||||||||||||||||||
| Aug-22 | $ | 1,200 | 6.00 | % | Institutional | 9/1/2032 | US Treasury + 3.23% | 9/1/2052 | |||||||||||||||||||||||||||
| Feb-23 | $ | 500 | 6.75 | % | Institutional | 3/1/2033 | US Treasury + 2.85% | 3/1/2053 | |||||||||||||||||||||||||||
| Mar-24 | $ | 1,000 | 6.50 | % | Institutional | 3/15/2034 | US Treasury + 2.40% | 3/15/2054 | |||||||||||||||||||||||||||
.
The Company has the right to defer interest payments on these notes for specified periods, typically 5 to 10 years without resulting in a default, during which time interest will be compounded. On or after the optional redemption dates, Prudential Financial may redeem the notes at par plus accrued and unpaid interest. Prior to those optional redemption dates, redemptions generally are subject to a make-whole price; however, the Company may redeem the notes prior to these dates at par upon the occurrence of certain events, such as a future change in the regulatory capital treatment of the notes with respect to the Company.
Interest Expense
In order to manage exposure to interest rate and currency exchange rate movements, the Company utilizes derivative instruments, primarily interest rate swaps, in conjunction with some of its debt issuances. The impact of these derivative instruments is not reflected in the rates presented in the tables above. For those derivative instruments that qualify for hedge accounting, interest expense was $0 million for the years ended December 31, 2025, 2024 and 2023. See Note 5 for additional information regarding the Company’s use of derivative instruments.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 16, 2018 | |
| 2016 | Feb 17, 2017 | |
| 2015 | Feb 19, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.