Item 2.01 Completion of Acquisition or Disposition of Assets

On April 1, 2022, Prudential Financial, Inc. ("Prudential" or the "Company") completed the previously announced sale of its Full Service Retirement Business to Great-West Life & Annuity Insurance Company (the "Buyer"), primarily through (a) the sale of all of the equity interests in (i) Prudential Retirement Insurance and Annuity Company ("PRIAC"), (ii) Global Portfolio Strategies, Inc., a registered investment advisor, (iii) Prudential Bank & Trust, FSB, and (iv) Mullin TBG Insurance Agency Services, LLC, (b) the ceding to the Buyer and its affiliates of certain insurance policies partially comprising the Business that will be administered by such parties on behalf of The Prudential Insurance Company of America ("PICA"), and (c) the sale, transfer and/or novation by Prudential Investment Management Services LLC of certain in-scope contracts and brokerage accounts. In connection with the closing of the transaction, subject to customary post-closing adjustments, the Company expects total proceeds of approximately $2.8 billion, which includes cash consideration for the sale of PRIAC, ceding commission for the business reinsured to the Buyer and capital available to be released from PICA. The Company expects one-time costs and taxes related to the transaction of approximately $400 million. Prudential intends to use the proceeds from the sale for general corporate purposes.

Item 7.01 Regulation FD Disclosure

The Company is furnishing herewith as Exhibit 99.1 a news release announcing the transaction described herein.



                           Forward-Looking Statements

Certain of the statements included in this Current Report on Form 8-K, such as those regarding the receipt and use of proceeds and the expected one-time costs and taxes related to the transaction described herein, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "expects," "believes," "anticipates," "includes," "plans," "assumes," "estimates," "projects," "intends," "should," "will," "shall" or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management's current expectations and beliefs concerning future developments and their potential effects upon Prudential Financial, Inc. and its subsidiaries. There can be no assurance that future developments affecting Prudential Financial, Inc. and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. Certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements can be found in the "Risk Factors" and "Forward-Looking Statements" sections included in the Company's Annual Report on Form 10-K. The Company does not undertake to update any particular forward-looking statement included in this document.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.       Description

99.1          News release dated April 4, 2022 (furnished and not filed)

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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