01—Abstract
Summary
Summary of the 8-K filed April 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Prudential Financial, Inc. (PRU) filed this Form 8-K on April 14, 2025 under Item 8.01 (Other Events) to disclose the proposed settlement of the consolidated stockholder derivative action In re Prudential Financial, Inc. Derivative Litigation (D.N.J., Civil Action No. 2:20-cv-12772).
On April 7, 2025, the court entered a Preliminary Approval Order, and the company is furnishing the Long-Form Notice and the Stipulation and Agreement of Settlement to shareholders as Exhibits 99.1 and 99.2 (furnished, not filed). The plaintiffs brought claims on behalf of Prudential against 13 individual defendants for breaches of fiduciary duty tied to oversight and disclosures about adverse mortality experience and reserves for life insurance policies acquired from The Hartford Financial Services Group, Inc. The settlement provides for the Individual Defendants to pay Prudential $10,000,000,a less a court-approved fee and expense amount capped at $2,500,000. Because this is a derivative action, the settlement result is a payment to Prudential rather than to shareholders, and there is no claims procedure.
The defendants deny all wrongdoing, and the settlement is not an admission of liability. The Court has scheduled a Settlement Hearing for June 9, 2025, at which it will decide whether to approve the settlement. Shareholders who wish to object must file written objections by May 26, 2025, with the detail required in the notice.
02—Key points
Key Highlights
- Settlement of the derivative action: Individual Defendants agreed to pay Prudential $10,000,000, minus the court-approved fee and expense amount.
- Attorneys' fees and expenses are capped at $2,500,000, which the filing states is 25% of the settlement fund.
- Preliminary Approval Order entered April 7, 2025 by the U.S. District Court for the District of New Jersey.
- Settlement Hearing set for June 9, 2025 before Judge Stanley R. Chesler; written objections due May 26, 2025.
- No claims procedure: the derivative action is not a class action, and the settlement payment goes to Prudential, not to shareholders.
- Underlying allegations concern mortality assumptions and reserves for Hartford-acquired life insurance policies, including a $208 million pre-tax charge disclosed in July 2019.
- Defendants deny all wrongdoing, and the settlement is not an admission of liability.
03—Questions
Frequently Asked Questions
Will Prudential shareholders receive a payment from this settlement?
No. The filing states that the derivative action was brought on behalf of Prudential, so the settlement results in a payment to Prudential, not to its stockholders. There is no claims procedure for shareholders.
How much will the Individual Defendants pay under the settlement?
The Individual Defendants agreed to pay Prudential $10,000,000 (the Settlement Fund), minus the court-approved fee and expense amount, which may not exceed $2,500,000.
When is the court hearing on whether to approve the settlement?
The Settlement Hearing is scheduled for June 9, 2025, at 10 a.m. before Judge Stanley R. Chesler in Newark, New Jersey. Shareholders must file any written objections by May 26, 2025.
What claims were made in the lawsuit?
Plaintiffs alleged breaches of fiduciary duty by the Individual Defendants in connection with oversight and disclosures about adverse mortality experience and reserves for life insurance policies acquired from The Hartford Financial Services Group, Inc. The defendants deny all allegations.
Does the settlement admit any wrongdoing?
No. The filing states that the Stipulation and related documents are not evidence of the validity of the claims and are not an admission of fault, wrongdoing, or liability by the Individual Defendants.
04—Continue