485BPOS

DISCOVERY SELECT GROUP RETIREMENT ANNUITY
PROSPECTUS: MAY 1, 2024

This prospectus describes the DISCOVERY SELECT® Group Variable Annuity Contract (the “Contract”). The prospectus and the Statement of Additional Information (“SAI”) may not describe every investment option available to you under your plan. The prospectus and SAI only describe the Contract, a group variable annuity contract and the separate account (and its Subaccounts) within the group variable annuity contract. The Prudential Insurance Company of America (“Prudential”) no longer sells this product to new retirement plans. When it did sell the product, Prudential offered it to retirement plans qualifying for federal tax benefits under sections 401, 403(b), 403(c), 408 or 457 of the Internal Revenue Code of 1986 as amended (the “Code”) and to non-qualified deferred compensation plans and non-qualified annuity arrangements. In this prospectus, Prudential may be referred to as either “Prudential” or as “we” or “us.” We may refer to a participant under a retirement plan as “you.”

As a participant, you can allocate contributions made on your behalf in a number of ways. You can allocate contributions to one or more of the Subaccounts, which are made available to you through your plan.

In this prospectus, we provide information that you should know before you invest. We have filed additional information about the Contracts with the Securities and Exchange Commission (“SEC”) in a SAI, dated May 1, 2024. That SAI is legally a part of this prospectus. If you are a participant in certain types of plans (generally 403(b) plans), you can get a copy of the SAI free of charge by contacting us at the address or telephone number shown on the cover page. The SEC maintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding registrants that file electronically with the SEC (File No. 333-23271). The SEC’s mailing address is 100 F Street, N.E., Washington, DC 20549, and its public reference number is (202) 551-8090.

If you are a new investor in the Contract, you may cancel your interest in the Contract within 10 days (or longer in some states) of receiving it without paying fees or penalties. Upon cancellation, you will receive a refund equal to your Participant Account Value, plus the amount of any fees or charges applied and less applicable federal and state income tax withholding, as of the date you stopped participation in the Contract. You should review this prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.

Please read this prospectus and keep it for future reference. It is accompanied by a current prospectus for each of the portfolios.

In compliance with United States law, Prudential will deliver this prospectus to Participants that currently reside outside the United States.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTMENT IN A VARIABLE ANNUITY CONTRACT IS SUBJECT TO RISK, INCLUDING THE POSSIBLE LOSS OF YOUR MONEY. AN INVESTMENT IN THE CONTRACT IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission's staff and is available at Investor.gov.

FOR FURTHER INFORMATION CALL 855-756-4738 OR VISIT: WWW.EMPOWER.COM

Prospectus Dated: May 1, 2024

Statement of Additional Information Dated: May 1, 2024

TABLE OF CONTENTS

Section	Page
GLOSSARY	4
IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT	6
OVERVIEW OF THE CONTRACT	8
FEE TABLE	9
BRIEF DESCRIPTION OF THE CONTRACTS	10
Right to Cancel	11
GENERAL INFORMATION ABOUT PRUDENTIAL, PRUDENTIAL DISCOVERY SELECT GROUP VARIABLE CONTRACT ACCOUNT AND THE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACTS	12
The Prudential Insurance Company of America	12
Prudential Discovery Select Group Variable Contract Account	12
The Portfolios	13
Payments to Prudential	13
Other Fund Information	14
Guaranteed Interest Account	14
PRINCIPAL RISKS OF PARTICIPATING IN THE CONTRACT	15
THE CONTRACTS	16
The Accumulation Period	16
Allocation of Purchase Payments	17
Transfers	17
Transfers Between the Guaranteed Interest Account and the Discovery Account	19
Redemption Fees and Abusive Trading Practices	19
Auto-Rebalancing	20
Withdrawals	20
Suspension of Payments or Transfers	22
Texas Optional Retirement Program	22
Benefits Available Under the Contract	22
Death Benefit	23
Asset Allocation Program	24
Systematic Withdrawal Plan	25
Discontinuance of Contributions	26
Loan Program	26
Modified Procedures	29
CHARGES, FEES AND DEDUCTIONS	29
Charges in General	29
Administrative Fee and Administrative Expense Charge	29
Charge for Assuming Mortality and Expense Risks	30
Base Contract Expenses	30
Expenses Incurred by the Portfolios	30
Withdrawal Charge	30
Loan Fee	30
Aggregate Nature of Charges	31
Taxes Attributable to Premium	31
REQUESTS, CONSENTS AND NOTICES	31
FEDERAL TAX STATUS	32
Annuity Qualification	32
Tax Qualified Retirement Arrangements Using the Contracts	32
Contributions/Rollovers	32
Earnings	33
Distributions or Withdrawals	33
Charitable IRA Distributions	33
Tax Deferred Annuities	33
Required Minimum Distribution Rules	34
Special Considerations Regarding Exchanges Involving 403(b) Arrangements	35
Section 403(c) Annuity Arrangements Using the Contracts	35
ERISA Considerations	35
Taxes Payable by Participant	35
Taxes on Withdrawals and Surrender	35

Section	Page
Taxes on Annuity Payments	36
Additional Tax on Early Distributions and Annuity Payments	36
Taxes Payable by Beneficiaries	36
Required Distributions Upon Death of Participant	36
Withholding	38
CARES Act Impacts	39
Taxes on Prudential	39
Additional Considerations	39
EFFECTING AN ANNUITY	40
Life Annuity with Payments Certain	40
Annuity Certain	40
Joint and Survivor Annuity with Payments Certain	40
Purchasing the Contract	41
Spousal Consent Rules for Certain Retirement Plans	41
OTHER INFORMATION	42
Sale of the Contract and Sales Commissions	42
Voting Rights	43
Substitution of Fund Shares	43
Reports to Participants	44
State Regulation	44
Legal Proceedings	44
Assignment	45
Financial Statements	45
Additional Information	45
How to Contact Us	45
APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE CONTRACT	APP A-1

GLOSSARY

The defined terms set out in this prospectus also appear in and apply to the related Statement of Additional Information (“SAI”). Many terms used within this prospectus are described within the text where they appear. Not all of the descriptions of those terms are repeated in this Glossary.

Accumulation Period — The period, prior to the effecting of an annuity, during which the amount credited to a Participant Account may vary with the investment performance of any Subaccount of the Prudential Discovery Select Group Variable Contract Account, or the interest rate credited under the Guaranteed Interest Account, as selected.

Annuitant — The person or persons upon whose life or lives monthly annuity payments are based after an annuity is effected.

Annuity Date — The date that the Accumulation Period ends and annuity payments begin.

Beneficiary — A person designated by a Participant to receive benefits from funds held under the Contract.

Business Day — A day on which the New York Stock Exchange is open for business. A Business Day ends as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern Time). Our Business Day may close earlier than 4:00 p.m. Eastern Time if regular trading on the New York Stock Exchange closes early. Additionally, your plan may have an earlier cut off time for you to submit financial transactions to the plan so that those transactions may be submitted to us by end of a Business Day.

Code — The Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

Contractholder — The Employer, association or trust to which Prudential has issued a Contract.

Contract — The group variable annuity contract that we describe in this prospectus. When sold, it was offered for use in connection with retirement arrangements that qualify for federal tax benefits under Sections 401, 403(b), 403(c), 408 or 457 of the Code and with non-qualified deferred compensation plans and non-qualified annuity arrangements.

Contract Value — The dollar amount held under the Contract.

Empower Care Center — Empower Care Center, 8515 East Orchard Road, Greenwood Village, CO 80111. The phone number is 855-756-4738. Empower’s website is www.empower.com.

Employer — The sponsor of the retirement plan or non-qualified annuity arrangement.

Funds — The Prudential Series Fund; AB Variable Products Series Fund, Inc.; AIM Variable Insurance Funds (Invesco Variable Insurance Funds); Janus Aspen Series; MFS® Variable Insurance Trust; T. Rowe Price Equity Series, Inc.; and T. Rowe Price International Series, Inc., available under the Contracts. In this prospectus we use the term “portfolio” to refer to a series or portfolio of a Fund.

General Account — The assets of Prudential other than those allocated to the Discovery Account or any other separate account of Prudential.

Good Order — Sufficiently clear instruction received by the Empower Care Center (or via the appropriate Empower address, telephone number, fax number or website if the item is a type we accept by those means) on a Business Day before the close of business which utilizes the applicable forms, and reflects the necessary signatures and dates required to ensure there is no need to exercise any discretion to follow such instruction. Good Order requires receipt of confirmation and all necessary information to ensure the instruction is permitted under and in compliance with the applicable retirement plan. Instructions that are not in Good Order will be effective on the Business Day that Good Order is determined. Instructions received on a day that is not a Business Day or after the close of a Business Day will be deemed to have been received on the next Business Day.

Guaranteed Interest Account — An allocation option under the Contract backed by Prudential’s General Account, or under certain Contracts, a separate account. It is neither part of nor dependent upon the investment performance of the Discovery Account. This prospectus does not describe in detail the Guaranteed Interest Account or any separate account funding a guaranteed interest rate option.

Market Value Adjustment Formula — The value of a transfer from the Guaranteed Interest Account that is subject to a market value adjustment will be adjusted by multiplying such value by a factor equal to three times the difference between the interest rate currently being credited to the Guaranteed Interest Account and the interest rate being credited for new contributions to the Guaranteed Interest Account. A separate market value adjustment is applied to each applicable rate segment within the Participant’s Guaranteed Interest Account. In most cases the market value adjustment will be either a zero or a negative adjustment to the Guaranteed Interest Account value being transferred. If the interest rate being credited to the Guaranteed Interest Account at the time of withdrawal or transfer out of the Guaranteed Interest Account is lower than the interest rate being credited to new contributions to the Guaranteed Interest Account, the market value adjustment will be negative. Additionally, except for IRA and other individual contract owners, a negative Market Value Adjustment can reduce the principal amount invested and interest earned in the Guaranteed Interest Account.

Participant — A person who makes contributions, or for whom contributions have been made, and to whom they remain credited under the Contract. “You” means the Participant.

Participant Account — An account established for each Participant to record the amount credited to the Participant under the Contract.

Participant Account Value — The dollar amount held in a Participant Account.

Prudential — The Prudential Insurance Company of America. “We,” “us,” or “our” means Prudential.

Prudential Discovery Select Group Variable Contract Account — A separate account of Prudential registered under the Investment Company Act of 1940 as a unit investment trust, invested through its Subaccounts in shares of the corresponding portfolios. This account is also referred to as “Discovery Account” or “Account.”

Purchase Payment — The amount of money you contribute under the Contract including amounts allocated from other Subaccounts and contracts. Generally, subject to limits of the Code and, if applicable, your plan or custodial agreement, you can make additional Purchase Payments at any time during the Accumulation Period.

Subaccount — A division of the Discovery Account, the assets of which are invested in shares of the corresponding portfolio of the Funds.

Unit and Unit Value — We credit a Participant with Units for each Subaccount in which he/she invests. The value of these Units may change each Business Day to reflect the investment results of, and deductions of charges from, the Subaccounts, and the expenses of the underlying portfolios in which the assets of the Subaccounts are invested. The number of Units credited to a Participant in any Subaccount of the Discovery Account is determined by dividing the amount of the contribution or transfer made on his/her behalf to that Subaccount by the applicable Unit Value for the Business Day on which the contribution or transfer is received at the address shown on the cover of this prospectus or such other address that Prudential has specified. We will reduce the number of Units credited to a Participant under any Subaccount by the number of Units canceled as a result of any transfer or withdrawal by a Participant from that Subaccount.

Variable Investment Options — The Subaccounts.

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT

FEES AND EXPENSES

Charges for Early

Withdrawals

Effective October 1, 2009, Prudential has waived the withdrawal charge for all

Contracts.

Transaction Charges

If loans are permitted under the terms of the Contract, a loan application fee of up

to $75 will be charged for each new loan, which amount is not refundable. In

addition, there is an annual loan maintenance fee of up to $60, which amount will

be deducted from a Participant's account.

Certain states and other jurisdictions impose premium taxes or similar assessments

upon Prudential, either at the time contributions are made or when the

Participant’s investment in the Contract is surrendered or applied to purchase an

annuity. Prudential reserves the right to charge the contract owner in the future to

cover such taxes or assessments, if any, when applicable.

For more information about transactions charges, please refer to the “Charges,

Fees and Deductions” section in this prospectus.

Ongoing Fees and Expenses (annual charges)	The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to information provided by your Employer for information about the specific fees you will pay each year based on the options you have elected.
	Annual Fee	Minimum	Maximum
	Base Contract Expenses (as a percentage of net assets)1	0.85%	1.00%
	Investment Options (Portfolio Fees and Expenses)	0.29%	1.31%
	1 The Base Contract Expense includes the mortality and expense risk charge and the administrative fee.
	For more information about fees and expenses, please refer to the “Charges, Fees and Deductions” section in this prospectus.
	To help you understand the cost of investing in the Contract, the following table shows the lowest and highest costs you could pay based on the minimum and maximum charges allowable under the Contract.

	Lowest Annual Cost $1,082	Highest Annual Cost $2,062
	Assumes: •Investment of $100,000 •5% annual appreciation •Least expensive combination of Base Contract Expenses and portfolio fees and expenses •No sales charges •No additional purchase payments, transfers or withdrawals	Assumes: •Investment of $100,000 •5% annual appreciation •Most expensive combination of Base Contract Expenses and portfolio fees and expenses •No sales charges •No additional purchase payments, transfers or withdrawals
	For more information about ongoing fees and expenses, please refer to please refer to the “Charges, Fees and Deductions” section in this prospectus.

RISKS
Risk of Loss	You can lose money by participating in the Contract. For more information about the risk of loss, please refer to the “Principal Risks of Participating in the Contract” section later in this prospectus.

Not a Short-Term Investment	The Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. The Contract is designed to provide benefits on a long-term basis. This product is also specifically designed (and priced) for those concerned they may outlive their income. Consequently, you should not use the Contract as a short-term investment or savings vehicle. Because of the long-term nature of the Contract, you should consider whether investing Purchase Payments in the Contract is consistent with the purpose for which the investment is being considered. For more information about the risk of loss, please refer to the “Principal Risks of Participating in the Contract” section later in this prospectus.
Risks Associated with Investment Options	An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Contract, each of which has its own unique risks. You should review the investment options before making an investment decision. For more information about the risk of loss, please refer to the “Principal Risks of Participating in the Contract” section later in this prospectus.
Insurance Company Risks	An investment in the Contract is subject to the risks related to Prudential. Any obligations, guarantees, or benefits are subject to the claims-paying ability of Prudential. More information about Prudential is available upon request. Such requests can be made toll-free at 855-756-4738. Information about Prudential and its affiliate's financial strength ratings can be found under “Investor Relations” at the bottom of the home page at www.prudential.com. For more information about the risk of loss, please refer to the “Principal Risks of Participating in the Contract” section later in this prospectus.

RESTRICTIONS
Investment Options	Prudential reserves the right to remove or substitute the portfolios used by the Variable Investment Options. You will be given specific notice in advance of any substitution we intend to make. For more information about investment and transfer restrictions, please refer to the “Charges, Fees and Reductions” section later in this prospectus.
Optional Benefits	The Contract does not offer any optional benefits.
TAXES
Tax Implications	You should consult with a tax professional to determine the tax implications of an investment in and payments received under the Contract. Withdrawals will be subject to ordinary income tax, and may be subject to tax penalties. For more information about tax implications, please refer to the “Federal Tax Status” section later in this prospectus.
CONFLICTS OF INTEREST
Investment Professional Compensation	Investment professionals may receive compensation for selling the Contract to investors and may have a financial incentive to offer or recommend the Contract over another investment. Compensation (commissions, overrides, and any expense reimbursement allowance) is paid to broker-dealers that are registered under the Securities Exchange Act of 1934 and/or entities that are exempt from such registration (firms). The individual representative will receive all or a portion of the compensation, depending on the practice of the firm. For more information about compensation, please refer to the “Other Information” section later in this prospectus.

Exchanges

Some investment professionals may have a financial incentive to offer you an

annuity in place of the one you already own. You should only exchange your

contract if you determine after comparing the features, fees, and risks of both

contracts, that it is preferable to purchase the new contract, rather than continue

to own your existing contract.

For more information about exchanges, please refer to the “Federal Tax Status”

section later in this prospectus.

OVERVIEW OF THE CONTRACT

The Contract is a long-term investment designed for long-term retirement purposes because it allows you to accumulate retirement savings and also offers Contract payment options when you are ready to begin receiving income. If you have short term investment needs that you expect this Contract to support, this Contract is not for you.

This Contract, when sold, was offered to retirement plans qualifying for federal tax benefits under Sections 401, 403(b), 403(c), 408 or 457 of the Internal Revenue Code of 1986, as amended (the “Code”) and to non-qualified deferred compensation plans and non-qualified annuity arrangements. The Contracts are group annuity contracts that we typically issue to Employers. These Employers hold the Contract. These Employers then make contributions under the Contract on behalf of their eligible employees or members, which may include payroll deductions or similar agreements with the Employer as permitted by the retirement plan.

A person for whom contributions have been made and to whom they remain credited under a Contract is a “Participant.” Prudential is solely responsible for its obligations under the Discovery Select Group Retirement Annuity, and there are no support agreements from third parties relating to the capitalization of Prudential.

The Contract also offers a basic death benefit that could protect your retirement savings if you die during a period of declining markets, depending on when you die.

The Contract, like all deferred annuity contracts, features two distinct phases — the Accumulation Period and the annuity phase (which is sometimes also referred to as the payout period). During the Accumulation Period, since you have purchased this Annuity through a qualified retirement plan, any earnings grow on a tax deferred basis and are generally taxed as income only when you make withdrawals. During the Accumulation Period your Account Value is allocated to one or more investment options or the Guaranteed Interest Account that is made available to you through your plan. The variable investment options, each a Subaccount of the Discovery Account, invest in an underlying portfolio. Additional information about the portfolios is provided in “Appendix A: Portfolios Available Under the Contract” later in this prospectus.

Under certain circumstances as described in the retirement arrangement under which a Participant is covered, a Participant may withdraw at any time all or part of his/her Participant Account Value during the Accumulation Period. During the annuity phase (after the Annuity Date), you can elect to have all or a part of your interest in the Participant Account used to purchase a fixed dollar annuity under the Contracts. In electing to have an annuity purchased, you may select from the following forms of annuity, unless the retirement arrangement covering you provides for fewer annuity options: (1) Life Annuity with Payments Certain; (2) Annuity Certain; or (3) Joint and Survivor Annuity with Payments Certain. Once annuity payments begin, the Annuitant cannot surrender their annuity benefit and receive a lump sum payment.

FEE TABLE

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering an interest in the Contract or when making withdrawals from the Contract. Please refer to your Contract for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses you will pay at the time that you buy an interest in the Contract, surrender an interest or make withdrawals from the Contract, or transfer Participant Account Value between investment options. State premium taxes may also be deducted.

For more information about those fees and maximum charges, see the “Charges, Fees and Deductions” section of this prospectus.

TRANSACTION EXPENSES
	Minimum	Maximum1
Sales Charge Imposed on Purchases	None	None
Contingent Deferred Sales Charge (as a percentage of purchase payments or amount)	None	None
Transfer Fee2	None	None
New Loan Application Fee	$0	$75.00
Annual Loan Maintenance Fee	$0	$60.00
Charge For Premium Tax Imposed On Us By Certain States/Jurisdictions (as a percentage of Contract Value)3	0.0%	3.5%

Neither the plan nor Prudential is prohibited from increasing a charge (up to the maximum charge) just because a particular charge is currently set at zero.

Currently, we do not impose a transfer fee.

Current taxes in a given state can range from 0% to 3.5%, depending on your state of jurisdiction. For additional information, see the “Taxes Attributable to Premium” section of this prospectus.

The next table describes the fees and expenses that you will pay each year during the time that you participate in the Contract (not including portfolio fees and expenses).

ANNUAL CONTRACT EXPENSES
	Maximum
Administrative Expenses (annual account charge)1	$32.00
Base Contract Expenses (as a percentage of net assets):2	1.00%

The annual account charge may be reduced under certain Contracts due to economies of scale and other factors.

The Base Contract Expenses includes the mortality and expense risk charge (0.15%) and the administrative fee (maximum 0.85%). The administrative fee may be reduced under certain Contracts due to economies of scale and other factors.

The next item shows the minimum and maximum total operating expenses charged by the portfolios that you may pay periodically during the time that you participate in the Contract. For a complete list of portfolios available under the Contract, including their annual expenses, please refer to “Appendix A: Portfolios Available Under the Contract” later in this prospectus.

ANNUAL PORTFOLIO COMPANY EXPENSES
	Minimum	Maximum
Annual Portfolio Company Expenses	0.29%	1.31%

ANNUAL PORTFOLIO COMPANY EXPENSES
(expenses that are deducted from portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)

Example

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include transaction expenses, annual Contract expenses, and annual portfolio company expenses.

The Example assumes that you invest $100,000 in the Contract for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the most expensive combination of annual portfolio company expenses. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 Yr.	3 Yrs.	5 Yrs.	10 Yrs.
If you surrender your interest in the Contract at the end of the applicable time period:	$2,400	$7,386	$12,631	$26,972
If you annuitize at the end of the applicable time period:	$2,400	$7,386	$12,631	$26,972
If you do not surrender your interest in the Contract:	$2,400	$7,386	$12,631	$26,972

BRIEF DESCRIPTION OF THE CONTRACTS

The Discovery Select Group Variable Annuity Contract is a variable annuity contract issued by The Prudential Insurance Company of America (“Prudential”), with its principal place of business located at 751 Broad Street, Newark, NJ 07102. When sold, Prudential offered the Contracts to retirement plans qualifying for federal tax benefits under Sections 401, 403(b), 403(c), 408 or 457 of the Internal Revenue Code of 1986, as amended (the “Code”) and to non-qualified deferred compensation plans and non-qualified annuity arrangements. The Contracts are group annuity contracts that we typically issue to Employers. These Employers then make contributions under the Contract on behalf of their employees. A person for whom contributions have been made and to whom they remain credited under a Contract is a “Participant.” Prudential is solely responsible for its obligations under the Discovery Select Group Retirement Annuity, and there are no support agreements from third parties relating to the capitalization of Prudential. You may invest in the separate account. The income, gains and losses credited to, or charged against, the separate account reflect the separate accounts' own investment experience, and not the investment experience of Prudential's other assets. The assets of the separate account may not be used to pay any liabilities required of Prudential, other than the liabilities required under the terms of the Contract.

The value of a Participant’s investment depends upon the performance of the selected investment option(s). Currently, there are 20 Variable Investment Options, each of which is called a Subaccount. We invest the assets of each Subaccount in one of the portfolios listed in “The Portfolios” section. You may direct contributions to one or a combination of Variable Investment Options as well as the Guaranteed Interest Account that are made available to you through your plan. We set up a separate Participant Account to record your investment choices. You can withdraw amounts held under your Participant Account, in whole or in part, prior to the Annuity Date. We also provide for a death benefit under the Contract.

Through payroll deduction or similar agreements with the Contractholder, you may make contributions under the Contract if permitted under your retirement arrangement. In addition, you may make contributions in ways other than payroll deduction under certain circumstances if permitted under your retirement arrangement.

Prudential assesses charges under the Contracts for administering the Contracts, and for assuming mortality and expense risks under the Contracts. The administrative fee and mortality and expense risk charge make up what is referred to as a base contract expense. We deduct a mortality and expense risk charge equal to a maximum annual rate of 0.15% from the assets held in the Variable Investment Options with respect to all the Contracts. We also deduct an administrative charge equal to a maximum annual rate of 0.85% from the assets held in the Variable Investment Options.

The mortality and expense risk charge and the administrative fee make up what is referred to as a base contract expense. You can find further details in the “Fee Table”; “Administrative Fee and Administrative Expense Charge”; and “Charge for Assuming Mortality and Expense Risks” sections.

We assess an additional administrative expense charge of up to $32 per Participant (the annual account charge) on the last Business Day of each calendar year and at the time of a full withdrawal. We will prorate this annual account charge for new Participants on a monthly basis for their first year of participation.

A charge against each of the portfolios’ assets is also made by the investment adviser for providing investment advisory and management services. You can find further details about charges under the section entitled “Charges, Fees and Deductions.” Unless restricted by the retirement arrangement under which you are covered, or by a section of the Code, you may withdraw, at any time, all or part of your Participant Account. See the “Withdrawals” section. If you withdraw, you may be taxed under the Code, including, under certain circumstances, a 10% additional tax for early distribution. The 10% additional tax for early distribution generally does not apply to Section 457 plans. See the “Federal Tax Status” section. In addition, you may transfer all or a part of your Participant Account Value among the Subaccounts and the Guaranteed Interest Account without the imposition of tax liability.

As explained below, notices, forms and requests for transactions related to the Contracts may be provided in traditional paper form or by electronic means, including telephone and internet. Prudential reserves the right to vary the means available, including limiting them to electronic means, from Contract to Contract by Contract terms, related service agreements with the Contractholder, or notice to the Contractholder and Participants. See the “Requests, Consents and Notices” section for further information.

All written requests, notices, and transfer requests required or permitted by the Contracts (other than withdrawal requests and death benefit claims) should be sent to the address shown on the cover of this prospectus. Transaction requests (including death benefit claims) received in Good Order on a given Business Day will be effective for that Business Day; however, an earlier transaction cutoff time will apply with respect to a given retirement plan for which we have established an earlier transaction cutoff time. Good Order requires receipt of confirmation and all necessary information to ensure the instruction is permitted under and in compliance with the applicable retirement plan. Instructions that are not in Good Order will be effective on the Business Day that Good Order is determined. Instructions received on a day that is not a Business Day or after the close of a Business Day will be deemed to have been received on the next Business Day.

You may request permitted telephone transactions by calling Empower at 855-756-4738. All permitted internet transactions may be made through www.empower.com. You must send all permitted written withdrawal requests or death benefit claims to Empower by one of the following three means: (1) By U.S. mail to: Empower, 8515 East Orchard Road, Greenwood Village, CO 80111; (2) Delivery service other than the U.S. mail (e.g., Federal Express, etc.) sent to our office at the following address: Empower, 8515 East Orchard Road, Greenwood Village, CO 80111; or (3) Fax to Empower, Attention: Client Payments at (866) 633-5212. Under certain Contracts, the Contractholder or a third party acting on their behalf provides record keeping services that would otherwise be performed by Empower. See “Modified Procedures” section. Empower may provide other permitted telephone numbers or internet addresses.

We intend this brief description of the Contracts to provide a broad overview of the more significant features of the Contracts. More detailed information about the Contracts can be found in subsequent sections of this prospectus and in the Contracts themselves. We reserve the right to terminate a Contract if, after a specified period of time after the Contract’s issuance, the number of participants enrolled falls below a specified number.

Right to Cancel

If you are not satisfied with your Contract, you may cancel your interest in the Contract and request a refund within a certain period of time known as the “free look” period. The free look period is generally 10 days from the date you begin participation under the Contract. If state law requires, the free look period may be longer. During the applicable free look period, you can request a refund by returning the Contract either to the representative who sold it to you, or to the Empower Care Center, at the address shown on the first page of this prospectus.

Generally, you will bear the investment risk during the free look period and will receive a refund equal to your Participant Account Value, plus the amount of any fees or other charges applied and less applicable federal and state income tax withholding, as of the date you stopped participation in the Contract. If applicable state law requires the return of your Purchase Payments, we will return the greater of the Participant Account Value, as described above, or the amount of your total Purchase Payments, less applicable federal and state income tax withholding. In addition, certain

distributions from qualified plans, which are not directly rolled over or transferred to another eligible qualified plan, are subject to a mandatory 20% withholding for federal income tax. The 20% withholding requirement does not apply to: (1) distributions for the life or life expectancy of the Participant, or joint and last survivor expectancy of the Participant and a designated Beneficiary; (2) distributions for a specified period of 10 years or more; (3) distributions required as minimum distributions; (4) hardship distributions; or (5) qualified birth or adoption distributions. Amounts that are received under a Contract used in connection with a non-governmental Section 457 plan are treated as wages for federal income tax purposes and are, thus, subject to general withholding requirements.

GENERAL INFORMATION ABOUT PRUDENTIAL, PRUDENTIAL DISCOVERY SELECT GROUP VARIABLE CONTRACT ACCOUNT AND THE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACTS

The Prudential Insurance Company of America

The Prudential Insurance Company of America (“Prudential”) is a New Jersey stock life insurance company that has been doing business since October 13, 1875. Prudential is licensed to sell life insurance and annuities in the District of Columbia, Guam, Puerto Rico, U.S. Virgin Islands, and in all states. Our corporate office is located at 751 Broad Street, Newark, NJ 07102. We have been investing for pension funds since 1928.

Prudential is a wholly-owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”), a New Jersey insurance holding company. Prudential Financial exercises significant influence over the operations and capital structure of Prudential. However, neither Prudential Financial nor any other related company has any legal responsibility to pay amounts that Prudential may owe under the Contract.

Prudential has hired an administrator, Empower Annuity Insurace Company and its affiliates, to support the administrative and record keeping functions of the Prudential Discovery Select Group Variable Contract Account and the Discovery Select Group Retirement Annuity and pays the expenses associated with them. These functions include enrolling Participants, receiving and allocating contributions, maintaining Participant Accounts, and preparing and distributing confirmations, statements, and reports. The administrative and record keeping expenses that we bear include salaries, rent, postage, telephone, travel, legal, actuarial and accounting fees, office equipment, stationery and maintenance of computer and other systems.

Prudential is reimbursed for these administrative and record keeping expenses by the administrative expense charge and the daily charge against the assets of each Subaccount for administrative expenses. However, the economic benefits and liabilities have been passed on to Empower Annuity Insurance Company of America, Empower Annuity Insurance Company’s parent company, through a reinsurance agreement

Prudential Discovery Select Group Variable Contract Account

Prudential established the Prudential Discovery Select Group Variable Contract Account (the “Discovery Account”) on February 11, 1997, under New Jersey Insurance Law as a separate investment account. The Discovery Account meets the definition of a “separate account” under federal securities laws. Prudential is the legal owner of the assets in the Discovery Account, and is obligated to provide all benefits under the Contracts. Prudential will maintain assets in the Discovery Account with a total market value sufficient to support its obligations under the Contracts. Prudential segregates the Discovery Account assets from all of its other assets. Thus, such assets that are held in support of client accounts are not chargeable with liabilities arising out of any other business Prudential conducts. The Discovery Account’s assets may include funds contributed by Prudential to commence operation of the Discovery Account, and may include accumulations of the charges Prudential makes against the Discovery Account. From time to time, Prudential may transfer these additional assets to Prudential’s General Account. Before making any such transfer, Prudential will consider any possible adverse impact the transfer might have on the Discovery Account.

Prudential registered the Discovery Account with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 (“1940 Act”) as a unit investment trust, which is a type of investment company. This registration does not mean that the SEC supervises the management or investment policies or practices of the Discovery Account. For state law purposes, the Discovery Account is treated as a part or division of Prudential. There are currently 20 Subaccounts within the Discovery Account. These Subaccounts invest in corresponding portfolios of the Funds available under the Contracts. Prudential may establish additional Subaccounts in the future. For Contracts funding retirement plans subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, such additional Subaccounts will be made available only upon the consent of the plan fiduciary.

The Portfolios

The Variable Investment Options that you select, among those that are permitted, are your choice. We do not provide investment advice, nor do we recommend any particular Variable Investment Option. Please consult with a qualified investment professional if you wish to obtain investment advice. You bear the investment risk for amounts allocated to the Variable Investment Options.

Currently, there are 20 Variable Investment Options, each of which is called a Subaccount. Each Variable Investment Option invests exclusively in a single portfolio. Please refer to “Appendix A: Portfolios Available Under The Contract” later in this prospectus for certain information regarding each portfolio, including (i) its name, (ii) a brief statement concerning its investment objectives, (iii) its investment adviser and any sub-adviser, (iv) current expenses and (v) performance.

There is no guarantee that any portfolio will meet its investment objective. Each portfolio has issued a prospectus that contains more detailed information about the portfolio. The prospectuses for the portfolios can be requested by writing us at the Empower Care Center, 8515 East Orchard Road, Greenwood Village, CO 80111. You can also request this information at no cost by calling 855-756-4738.

Further information about the Fund portfolios is available in the prospectus for each portfolio.

Payments to Prudential

Respecting this Contract, Prudential has entered into agreements with certain portfolios and/or the investment advisers of such portfolios to provide administrative and support services to such portfolios. Pursuant to the terms of these agreements Prudential receives a total fee of up to 0.40% annually of the average assets allocated to the portfolios under the Contract. These types of payments are sometimes referred to as “revenue sharing” payments. These agreements, including the fees paid and services provided, can vary for each underlying portfolio that has portfolios which underlie Subaccounts. We pass such payments through the reinsurance arrangement with Empower Annuity Insurance Company of America (“EAICA”). The funds for these payments come from, in whole or in part, the assets of the portfolio itself and/or the assets of the portfolio’s investment advisor. The existence of these payments tends to increase the overall cost of investing in the underlying portfolio. Contractholders, through their indirect investment in the portfolios, indirectly bear the costs of these fees (see the portfolios’ prospectuses for more information). We have an incentive to offer portfolios managed by affiliated sub-advisers because of the fees that those affiliates will receive. We may consider those sub-adviser financial incentive factors in determining which portfolios to offer under the Contract. In general, allocations made to affiliated portfolios (i.e., The Prudential Series Fund) benefit us financially, Prudential has selected the portfolios for inclusion as investment options under this Contract in Prudential’s role as the issuer of this Contract, and Prudential does not provide investment advice or recommend any particular portfolio.

We also receive Rule 12b-1 fees from some underlying portfolios which compensate Empower Financial Services, Inc. for distribution and administrative services (including record keeping services and the mailing of prospectuses and reports to contract owners invested in the underlying portfolios). These fees are paid by the underlying portfolio out of each underlying portfolio’s assets and are therefore borne by contract owners.

In addition, the investment adviser, subadviser or distributor of the underlying portfolios may also compensate us by providing reimbursement or paying directly for, among other things, marketing and/or administrative services and/or other services they provide in connection with the Contract. These services may include, but are not limited to: co-sponsoring various meetings and seminars attended by broker-dealer firms’ registered representatives, plan sponsors and Participants, and creating marketing material discussing the Contract and the available options. The amounts paid depend on the nature of the meetings, the number of meetings attended by the adviser, subadviser, or distributor, the number of participants and attendees at the meetings, the costs expected to be incurred, and the level of the adviser’s, subadviser’s or distributor’s participation. These payments or reimbursements may not be offered by all advisers, subadvisers, or

distributors, and the amounts of such payments may vary between and among each adviser, subadviser, and distributor depending on their respective participation. Such payments may be passed to EAICA if applicable under the reinsurance arrangement.

In addition to the payments that we receive from underlying portfolios and/or their affiliates, those same portfolios and/or their affiliates may make payments to us and/or our affiliates within the Prudential Financial group related to the offering of investment options within variable annuities or life insurance offered by Prudential or its affiliated business units.

Other Fund Information

The investment advisers to the various portfolios charge a daily investment management fee as compensation for their services, as more fully described in the prospectus for each portfolio.

Prudential recognizes that in the future it may become disadvantageous for both variable life insurance and variable annuity contract separate accounts to invest in the same underlying mutual fund. Although neither Prudential nor the Funds currently foresee any such disadvantage, the Funds’ Boards of Directors intend to monitor events in order to identify any material conflict between variable life insurance and variable annuity contractholders and to determine what action, if any, should be taken in response to a conflict. Material conflicts could result from such things as: (1) changes in state insurance law; (2) changes in federal income tax law; (3) changes in the investment management of any portfolio of the Funds; or (4) differences between voting instructions given by variable life insurance and variable annuity contractholders.

As detailed in The Prudential Series Fund prospectus, although the PSF PGIM Government Money Market Portfolio is designed to be a stable investment option, it is possible to lose money in that portfolio. For example, when prevailing short-term interest rates are very low, the yield on the PSF PGIM Government Money Market Portfolio may be so low that, when separate account and contract charges are deducted, you experience a negative return.

A full description of the portfolios appears in the prospectuses for each portfolio and in the related statements of additional information. There is no assurance that the investment objectives will be met.

A portfolio may have an investment objective and investment policies closely resembling those of a mutual fund within the same complex that is sold directly to individual investors. Despite such similarities, there can be no assurance that the investment performance of any such portfolio will resemble that of its retail fund counterpart.

Guaranteed Interest Account

The Guaranteed Interest Account is a credited interest option available to certain group annuity contracts issued by Prudential. Amounts that you allocate to the Guaranteed Interest Account become part of the General Account of Prudential. Prudential’s General Account consists of all assets of Prudential recognized for statutory accounting purposes other than those specifically allocated to the Discovery Account and other separate accounts of Prudential. Subject to applicable law, Prudential has sole discretion over the investment of the assets of the General Account.

Because of exemptive and exclusionary provisions, Prudential has not registered interests in the General Account (which include interests in the Guaranteed Interest Account) under the Securities Act of 1933, nor has it registered the General Account as an investment company under the Investment Company Act of 1940. Accordingly, the prospectus and SAI only describe aspects of the Guaranteed Interest Account to the extent such aspect of the Guaranteed Interest Account impacts the Discovery Account. You can request additional information from your plan regarding the Guaranteed Interest Account.

While Prudential may not be required to register interests in the General Account or register the General Account as an investment company, the disclosures we make regarding the General Account are subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses.

Please refer to the SAI for more information about the Guaranteed Interest Account.

PRINCIPAL RISKS OF PARTICIPATING IN THE CONTRACT

The risks identified below are the principal risks of participating in the Contract. The Contract may be subject to additional risks other than those identified and described in this prospectus.

Risks Associated with Variable Investment Options. You take all the investment risk for amounts allocated the Subaccounts, which invest in portfolios. If the Subaccounts you select increase in value, then your Contract Value goes up; if they decrease in value, your Contract Value goes down. How much your Contract Value goes up or down depends on the performance of the portfolios in which your Subaccounts invest. We do not guarantee the investment results of any portfolio. An investment in the Contract is subject to the risk of poor investment performance, and the value of your investment can vary depending on the performance of the selected portfolio(s), each of which has its own unique risks. You should review the prospectus for each portfolio before making an investment decision.

Risks Associated with Market Value Adjustment. Transfers or withdrawals from the Guaranteed Interest Account may be subject to a market value adjustment. The market value adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. In addition, any allocation to the Guaranteed Interest Account is subject to the claims-paying ability of Prudential.

Insurance Company Risk. No company other than Prudential has any legal responsibility to pay amounts that Prudential owes under the Contract. You should look to the financial strength of Prudential for its claims-paying ability. Prudential is also subject to risks related to disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases (such as COVID-19), utility failures, terrorist acts, including cybersecurity attacks, political and social developments, and military and governmental actions. These risks are often collectively referred to as “business continuity” risks. These events could adversely affect Prudential and our ability to conduct business and process transactions. Although Prudential has business continuity plans, it is possible that the plans may not operate as intended or required and that Prudential may not be able to provide required services, process transactions, deliver documents or calculate values. It is also possible that service levels may decline as a result of such events.

Annuitization. Once you annuitized your Contract Value, your decision is irreversible. The impacts of this decision are:

•Your Contract Value is no longer available to you to allocate among investment options or make further withdrawals. Instead, you will be paid a stream of annuity payments.

•You generally cannot change the payment stream you chose once it has begun.

•The Death Benefit terminates upon annuitization.

Possible Adverse Tax Consequences. The tax considerations associated with the Contract vary and can be complicated. The tax considerations discussed in this prospectus are general in nature and describe only federal income tax law. We generally do not describe state, local, foreign or other federal tax laws. The effect of federal taxation depends largely upon the type of retirement plan, so we can provide only a generalized description. Additionally, in contrast to many variable annuities, because this Contract can invest in portfolio available to the general public, if the Contract is not issued or purchased through a tax qualified plan, the taxes on gains may not be deferred. Before making a Purchase Payment or taking other action related to your Contract, you should consult with a qualified tax adviser for complete information and advice.

Not a Short-Term Investment. The Contract is not a short-term investment vehicle and is not an appropriate investment for an investor who needs ready access to cash. The Contract is designed to provide benefits on a long-term basis. Consequently, you should not use the Contract as a short-term investment or savings vehicle. Because of the long-term nature of the Contract, you should consider whether investing Purchase Payments in the Contract is consistent with the purpose for which the investment is being considered.

Risk of Loss. All investments have risks to some degree and it is possible that you could lose money by investing in the Contract. An investment in the Contract is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

THE CONTRACTS

Prudential generally issues the Contracts to Employers whose employees may become Participants. Under an Individual Retirement Account (“IRA”), a Participant’s spouse may also become a Participant. Prudential may issue a Contract to an association that represents Employers of employees who become Participants, to an association or union that represents members that become Participants, and to a trustee of a trust with participating Employers whose employees become Participants. Even though an Employer, an association or a trustee is the Contractholder, the Contract normally provides that Participants will have the rights and interests under them that are described in this prospectus. When a Contract is used to fund a deferred compensation plan established by a tax exempt entity under Section 457 of the Code, all rights under the Contract are owned by the Employer to whom, or on whose behalf, the Contract is issued. For a plan established under Section 457 of the Code, the employee has no rights or interests under the Contract, including any right or interest in any Subaccount of the Discovery Account, except as provided in the Employer’s plan. This may also be true with respect to certain non-qualified annuity arrangements.

Also, a particular plan, even if it is not a deferred compensation plan, may limit a Participant’s exercise of certain rights under a Contract. Participants should check the provisions of their Employer’s plan or any agreements with the Employer to see if there are any such limitations and, if so, what they are.

The Accumulation Period

Ordinarily, an Employer will make contributions periodically to the Contract pursuant to a payroll deduction or similar agreement between the Participant and his/her Employer. In addition, you may make contributions in ways other than payroll deduction under certain circumstances.

As a Participant, you designate what portion of the contributions made on your behalf should be invested in the Subaccounts or allocated to the Guaranteed Interest Account. The Participant may change this designation usually by notifying Prudential as described below under the “Requests, Consents, and Notices,” section. Under certain Contracts, an entity other than Prudential keeps certain records. Participants under those Contracts must contact the record keeper. See the “Modified Procedures” section of this prospectus.

Prudential credits the full amount (100%) of each contribution designated for investment in any Subaccount to a Participant Account maintained for the Participant. Except for the initial contribution, the number of Units that Prudential credits to a Participant in a Subaccount is determined by dividing the amount of the contribution made on his/her behalf to that Subaccount by the Subaccount’s Unit Value determined as of the end of the Business Day during which the contribution is received by Prudential in Good Order at the address shown on the cover page of this prospectus or such other address as may be communicated in writing by Prudential.

Prudential generally will invest the initial contribution made for a Participant in a Subaccount no later than two Business Days after it is received by Prudential, if it is preceded or accompanied by satisfactory enrollment information. If the Contractholder submits an initial contribution on behalf of one or more new Participants for the Contract that is not preceded or accompanied by satisfactory enrollment information, then Prudential will allocate such contribution to the plan’s default portfolio upon receipt, and also will send a notice to the Contractholder or its agent that requests allocation information for each such Participant.

If Prudential does not receive the necessary enrollment information in response to its initial notice, Prudential will deliver up to three additional notices to the Contractholder or its agent at monthly intervals that request such allocation information. During the time period in which the initial contribution is allocated to that default portfolio, the Participant will not be invested in the Contract. Depending on the characteristics of the plan’s default portfolio, the Participant may experience a gain or loss on money allocated to that option. After 105 days have passed from the time that Units of the plan’s default portfolio were purchased on behalf of Participants who failed to provide the necessary enrollment information, Prudential will redeem the relevant Units and pay the proceeds (including earnings) to the Contractholder. Any proceeds that Prudential pays to the Contractholder under this procedure may be considered a prohibited and taxable reversion to the Contractholder under current provisions of the Code. Similarly, proceeds that Prudential returns may cause the Contractholder to violate a requirement under the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, to hold all plan assets in trust. The Contractholder may avoid both problems if it arranges to have the proceeds paid into a qualified trust or annuity contract.

A change in the value of a Unit will not affect the number of Units of a particular Subaccount credited to a Participant. However, the dollar value of a Unit will vary from Business Day to Business Day depending upon the

investment performance of the Subaccount. Prudential will reduce the number of Units credited to a Participant in a Subaccount to reflect any administrative expense charge.

Prudential determines the value of a Participant Account in a Subaccount on any particular day by multiplying the total number of Units credited to the Participant by the Subaccount’s Unit Value on that day.

Prudential typically sets the Unit Value for each Subaccount at $10 on the date of commencement of operations of that Subaccount. Prudential determines the Unit Value for any subsequent Business Day as of the end of that day by multiplying the unit change factor for that day by the Unit Value for the preceding Business Day.

Prudential determines the unit change factor for any Business Day by dividing the current day net asset value for portfolio shares by the net asset value for shares on the previous Business Day. This factor is then reduced by a daily equivalent of the mortality and expense risk fee and the administrative fee. Prudential determines the value of the assets of a Subaccount by multiplying the number of portfolio shares held by that Subaccount by the net asset value of each share, and adding the value of dividends declared by the portfolio but not yet paid.

Allocation of Purchase Payments

A Participant determines how the initial contribution will be allocated among the Subaccounts by specifying the desired allocation on the application or enrollment form. If allowed by his/her plan, a Participant also may specify the allocation of the initial contribution through our automated voice response system, 855-756-4738, the Participant website, www.empower.com, or by contacting the Empower Care Center at 855-756-4738. A Participant may choose to allocate nothing to a particular Subaccount. Unless a Participant tells us otherwise, we will allocate subsequent contributions in the same proportions as the most recent contribution made by that Participant. A Participant may change the way in which subsequent contributions are allocated by providing Prudential with proper instruction as described in the “Requests, Consents, and Notices” section of this prospectus.

We may make available an asset allocation program to assist you in determining how to allocate Purchase Payments. For more information about the asset allocation program, please refer to the “Benefits Available Under the Contract” section in this prospectus.

Transfers

Transfers that you make among Subaccounts will take effect as of the end of the Business Day in which a proper transfer request is received at Prudential, in Good Order. A Participant may transfer out of an investment option into any combination of other investment options available under the Contract, which are made available through a Participant’s plan. Generally, the transfer request may be in dollars, such as a request to transfer $1,000 from one Subaccount or from the Guaranteed Interest Account, or, in the case of Subaccounts, may be in terms of a percentage reallocation among Subaccounts. Under certain Contracts, Prudential may require that transfer requests pertaining to the Guaranteed Interest Account or the Subaccounts be effected in terms of whole number percentages only, and not by dollar amount. A Participant generally may make transfers by proper notice to Prudential as described under the “Requests, Consents and Notices” section.

If a Contractholder chooses telephone privileges, each Participant will automatically be enrolled to use the telephone transfer system. Prudential has adopted procedures designed to ensure that requests by telephone are genuine. We will not be held liable for following unauthorized telephone instructions we reasonably believe to be genuine. We cannot guarantee that a Participant will be able to get through to complete a telephone transfer during peak periods such as periods of drastic economic or market change.

Unless restricted by the retirement arrangement under which a Participant is covered, when Prudential receives a duly completed written transfer request form or properly authorized telephone transfer request, Prudential will transfer all or a portion of the Participant Account in any of the Subaccounts to another Subaccount or from the Guaranteed Interest Account to the Subaccounts. Prudential may restrict transfers from the Guaranteed Interest Account. There is no minimum transfer amount. As of the Business Day you make the transfer request, Prudential will reduce the Subaccount(s) from which the transfer is made by the number of Units obtained by dividing the amount to be transferred by the Unit Value for the applicable Business Day. If the transfer is made to another Subaccount as of the same day, the number of Units Prudential credits to the Participant in that Subaccount will be increased by means of a similar calculation. Prudential reserves the right to limit the frequency of these transfers. All transfers are subject to the terms and conditions set forth in this prospectus and in the Contract(s) covering a Participant.

Prudential may stipulate different procedures for Contracts under which an entity other than Prudential provides record keeping services.

Certain Contracts may prohibit transfers from the Guaranteed Interest Account into non-equity investment options that are characterized in such Contracts as “competing” with Prudential’s General Account options with regard to investment characteristics. If a Contract precludes such transfers, the Contract will further require that amounts transferred from the Guaranteed Interest Account into non-competing investment options, such as a Subaccount investing in a stock portfolio, may not for 90 days thereafter be transferred into a “competing” option or back to the Guaranteed Interest Account.

A Contract may include a provision that, upon discontinuance of contributions for all Participants of an Employer covered under a Contract, the Contractholder may request Prudential to make transfer payments from any of the Subaccounts to a designated alternate funding agency. If the Contract is used in connection with certain tax deferred annuities subject to Section 403(b) of the Code, or with IRAs, Prudential will promptly notify each affected Participant and each Beneficiary of a deceased Participant that such a request has been received. Within 30 days of receipt of such notice, each recipient may elect in writing on a form approved by Prudential to have any of his/her Participant Account Value transferred to the alternate funding agency. If he/she does not so elect, his/her investment options will continue in force under the Contract. If he/she does so elect, his/her account will be canceled as of a “transfer date” which is the Business Day specified in the Contractholder’s request or 90 days after Prudential receives the request, whichever is later. The product of Units in the Participant’s Subaccounts immediately prior to cancellation and the appropriate Unit Value on the transfer date, less the applicable administrative expense charge, will be transferred to the designated alternate funding agency in cash. Please note that there is a different class of Contracts that allows a Contractholder to stop making contributions and request a transfer of Units from any investment option to a designated alternate funding agency without seeking participant consent to the transfer.

Subject to any conditions or limitations regarding transfers contained in the Section 403(b) tax deferred annuity arrangement under which a Participant is covered, a Participant who does not make an election to transfer his/her Participant Account Value to an alternate funding agency may:

•continue to make transfers of all or part of his/her interest in his/her Participant Account among the available investment options offered; and

•transfer directly all or part of his/her interest in his/her Participant Account to a Section 403(b) tax deferred annuity contract of another insurance company, a mutual fund custodial account under Section 403(b)(7) or a retirement plan or arrangement qualifying for federal tax benefits under Sections 401, 403(b), 408 or 457 of the Code except that a Participant in a Code Section 457 plan established by a tax exempt organization (other than a governmental unit) may make transfers only to the Section 457 plan of another tax exempt organization.

Contributions may be discontinued for all Participants under a Contract or for all Participants of an Employer covered under the Contract used in connection with a deferred compensation plan subject to Section 457 of the Code due to certain circumstances, such as a change in any law or regulation, which would have an adverse effect on Prudential in fulfilling the terms of the Contract. If contributions are so discontinued, Prudential may initiate transfer payments from any Subaccount to an alternate funding agency. The transfer would be made as described in the paragraph above.

Under certain types of retirement arrangements, the Retirement Equity Act of 1984 requires that in the case of a married Participant, certain requests for transfer payments other than those described above must include the consent of the Participant and spouse and must be notarized or witnessed by an authorized plan representative.

From time to time, Prudential may make an offer to holders of other variable annuities that Prudential or an affiliate issues to exchange their variable annuity contracts for interests in a Contract issued by the Account. Prudential will conduct any such exchange offer in accordance with SEC rules and other applicable law. Current SEC rules pertaining to exchange offers among affiliated variable annuity contracts generally require, with certain exceptions, that no fee be imposed at the time of the exchange. Under this rule, Prudential could charge an administrative fee at the time of the exchange, although we have no present intention of doing so. SEC rules also require us to give an exchanging variable annuity contractholder “credit,” for purposes of calculating any withdrawal charge applicable under the Contract, for the time during which the contractholder held the variable annuity that was exchanged.

Transfers Between the Guaranteed Interest Account and the Discovery Account

Transfers between the Guaranteed Interest Account and the Discovery Account are limited by the Contract in one of the following ways:

Either:

(a) In any one year, amounts transferred from a Participant’s Guaranteed Interest Account to another investment option available under the Participant’s plan that are in excess of 20% of the Participant’s Guaranteed Interest Account value (as measured as of the first day of the calendar year) are subject to a Market Value Adjustment as described in the Contract and SAI. In most cases the Market Value Adjustment will be either a zero or a negative adjustment to the Guaranteed Interest Account value being transferred. Additionally, except for IRA and other individual contract owners, a negative Market Value Adjustment can reduce the principal amount invested and interest earned in the Guaranteed Interest Account; or

Your plan and Prudential agreed that:

(b) Participant Account Value may not be directly transferred from the Guaranteed Interest Account to the PSF PGIM Government Money Market Portfolio.* A Participant may indirectly transfer account value from the Guaranteed Interest Account to the PSF PGIM Government Money Market Portfolio by first transferring such account value to another Subaccount, and provided that at least 90 days has passed before the transfer to the PSF PGIM Government Money Market Portfolio occurs. Participant Account Value transferred from the Guaranteed Interest Account to another Subaccount may be transferred back into the Guaranteed Interest Account after 90 days have passed. In the event of unusual market volatility, Prudential may waive the 90 day restriction. This transfer restriction may apply to other investment options under your plan, in addition to the Subaccount named above.

For the purposes of this provision the PSF PGIM Government Money Market Portfolio is considered a competing portfolio.

Redemption Fees and Abusive Trading Practices

The practice of making frequent transfers among Variable Investment Options in response to short-term fluctuations in markets, sometimes called “market timing” or “excessive trading,” can make it very difficult for a portfolio manager to manage an underlying mutual fund’s investments. Frequent transfers may cause the fund to hold more cash than otherwise necessary, disrupt management strategies, increase transaction costs or affect performance. For these reasons, the Contract was not designed for persons who make programmed, large or frequent transfers.

We consider “market timing” or “excessive trading” to be one or more trades into and out of (or out of and into) the same Variable Investment Option within a rolling 30 day period when each exceeds a certain dollar threshold. Automatic or system-driven transactions, such as contributions or loan repayments by payroll deduction, regularly scheduled or periodic distributions, or periodic rebalancing through an automatic rebalancing program do not constitute prohibited excessive trading and will not be subject to these criteria. In addition, certain investments are not subject to the policy, such as stable value funds, money market funds and funds with fixed unit values.

In light of the risks posed by “market timing” or “excessive trading”, we monitor transactions in an effort to identify such trading practices. We reserve the right to limit the number of your transfers in any year, and to take the other actions discussed below. We also reserve the right to refuse any transfer request if: (a) we believe that market timing (as we define it) has occurred; or (b) we are informed by an underlying portfolio that transfers in its shares must be restricted under its policies and procedures concerning excessive trading.

The ability of Prudential to monitor for frequent trading is limited for Contracts under which Prudential does not provide the Participant record keeping. In those cases, another entity maintains the individual records and submits to Prudential only aggregate orders combining the transactions of many Participants. Therefore, Prudential may be unable to monitor investments by individual investors. Under SEC rules, an underlying portfolio may ask us to identify third party administrators that hold individual Participant records and we are obligated to use our best efforts to identify whether or not the third party administrator is deemed an indirect intermediary.

In furtherance of our general authority to restrict transfers as described above, and without limiting other actions we may take in the future, we have adopted the following specific procedures:

•Warning. Upon identification of activity that meets the market-timing criteria, a warning letter will be sent to you. A copy of the warning letter and/or a trading activity report will be provided to the plan.

•Restriction. A second incidence of activity meeting the market timing criteria within a six-month period will trigger a trade restriction. If permitted by the Contract and otherwise allowed by law, Prudential will restrict you from trading through the internet, phone or facsimile for all investment options available. In such case, you will be required to provide written direction via standard (non-overnight) U.S. mail delivery for trades. The duration of a trade restriction is three months, and may be extended incrementally (three months) if the behavior recurs during the six month period immediately following the initial restriction.

•Action by an Underlying Fund. A portfolio may have adopted its own policies and procedures with respect to excessive trading, and we reserve the right to enforce these policies and procedures. The prospectus for the portfolio describes any such policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. Under federal securities regulations, we are required to: (1) enter into a written agreement with each portfolio or its principal underwriter that obligates us to provide to the portfolio promptly upon request certain information about the trading activity of individual contract owners, and (2) execute instructions from the portfolio to restrict or prohibit further purchases or transfers by specific contract owners who violate the excessive trading policies established by the portfolio. We reserve the right to impose any such restriction at the portfolio level, and all Participants under a particular Contract would be impacted. In addition, you should be aware that some portfolios may receive “omnibus” purchase and redemption orders from other insurance companies or intermediaries such as retirement plans. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable insurance contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the portfolios in their ability to apply their excessive trading policies and procedures. In addition, the other insurance companies and/or retirement plans may have different policies and procedures or may not have any such policies and procedures because of contractual limitations. For these reasons, we cannot guarantee that the portfolios (and thus contract owners) will not be harmed by transfer activity relating to other insurance companies and/or retirement plans that may invest in the portfolios.

A portfolio also may assess a short term trading fee in connection with a transfer out of the Variable Investment Option investing in that portfolio that occurs within a certain number of days following the date of allocation to the Variable Investment Option. Each portfolio determines the amount of the short term trading fee and when the fee is imposed. The fee is retained by or paid to the portfolio and is not retained by us. The fee will be deducted from your Contract Value.

Although our transfer restrictions are designed to prevent excessive transfers, they are not capable of preventing every potential occurrence of excessive transfer activity.

Auto-Rebalancing

The Auto-Rebalancing feature allows for the automatic rebalance of Subaccount assets at specified intervals based on percentage allocations chosen by the Participant. For example, suppose a Participant’s initial investment allocation of Variable Investment Options is split 40% and 60%, respectively. Then, due to investment results, that split changes. A Participant may instruct that those assets be rebalanced to his/her original or different allocation percentages. Auto-Rebalancing can be performed on a one-time basis or periodically, with the frequency generally determined by the Contractholder. Rebalancing will take effect as of the end of the Business Day for each applicable interval. If the New York Stock Exchange and Prudential are not open on the rebalancing date, the transfer will take effect as of the end of the Business Day which immediately follows that date. Prudential currently imposes no charge for this feature. Prudential would impose such a charge only pursuant to an amendment to an administrative services agreement, which would have to be agreed to in writing (or its electronic equivalent) by both Prudential and the Contractholder.

Withdrawals

The Code imposes restrictions on withdrawals from tax deferred annuities subject to Section 403(b) of the Code. Pursuant to Section 403(b)(11) of the Code, amounts attributable to a Participant’s salary reduction contributions (including the earnings thereon) that are made under a tax deferred annuity after December 31, 1988 can only be withdrawn (redeemed) when the Participant attains age 59 1∕2, separates from service with his/her Employer, dies, or becomes disabled (within the meaning of Section 72(m)(7) of the Code). However, the Code permits the withdrawal of amounts attributable to tax deferred annuity salary reduction contributions (excluding the earnings thereon) that are made after December 31, 1988, in the case of a hardship. Effective for plan years after December 31, 2023, hardship distributions are no longer limited to salary reduction contributions under the Code. If the arrangement under which a Participant is covered contains a financial hardship provision, a Participant can make withdrawals in the event of the hardship. Similarly, if the arrangement under which a Participant is covered contains qualified birth or adoption distribution provisions or qualified disaster recovery distribution provisions, a Participant can make withdrawals in the event of qualified birth or adoption or a federally declared disaster. Effective for distributions made after December 31, 2023, emergency personal expense distributions or eligible distributions to a domestic abuse victim may also be permitted under the arrangement.

Furthermore, subject to any restrictions upon withdrawals contained in the tax deferred annuity arrangement under which a Participant is covered, a Participant can withdraw at any time all or part of his/her Participant Account Value under a predecessor Prudential tax sheltered annuity contract, as of December 31, 1988. Amounts earned after December 31, 1988 on the December 31, 1988 balance in a Participant Account attributable to salary reduction contributions are, however, subject to the Section 403(b)(11) withdrawal restrictions discussed above.

With respect to retirement arrangements other than tax deferred annuities subject to Section 403(b) of the Code, a Participant’s right to withdraw at any time all or part of his/her Participant Account Value may be restricted by the retirement arrangement under which he/she is covered. For example, governmental Section 457(b) plans typically permit withdrawals only upon attainment of age 59 1∕2, severance from employment with the employer, or for unforeseeable emergencies.

We consider withdrawals as having been made first from contributions. This differs from the treatment of withdrawals for federal income taxes as described below, where generally, withdrawals are considered to have been made first from investment income. We will effect the withdrawal as of the end of the Business Day in which a proper withdrawal request is received at Prudential in Good Order. Good Order requires receipt of confirmation and all necessary information to ensure the instruction is permitted under and in compliance with the applicable retirement plan. Instructions that are not in Good Order will be effective on the Business Day that Good Order is determined. Instructions received on a day that is not a Business Day or after the close of a Business Day will be deemed to have been received on the next Business Day.

Your withdrawal will be allocated proportionally from all investment options, unless you specify, in writing, the investment options from which you would like the withdrawal processed, if your Employer’s plan so permits you to specify. You may indicate the withdrawal amount as a dollar amount or as a percentage of the Participant Account Value in the applicable Subaccount(s), if your Employer’s plan permits.

We will generally pay the amount of any withdrawal within seven days after receipt of a properly completed withdrawal request, in Good Order. We will pay the amount of any withdrawal requested, less any applicable tax withholding. We may delay payment of any withdrawal allocable to the Subaccount(s) for a longer period if the disposal or valuation of the Discovery Account’s assets is not reasonably practicable because the New York Stock Exchange is closed for other than a regular holiday or weekend, trading is restricted by the SEC, or the SEC declares that an emergency exists. We also may delay any payment in order to obtain information from the Employer of a Participant that is reasonably necessary to ensure that the payment is in compliance with the restrictions on withdrawals imposed by Section 403(b) of the Code, if applicable. In such an event, a withdrawal request will not be in Good Order and we will not process it until we obtain such information from the Employer. We may deny a request for a hardship withdrawal if your Employer has not informed us that it will provide information reasonably necessary to ensure that hardship withdrawals, in general, are in compliance with the restrictions on withdrawals imposed by Section 403(b). An explanation of why an employer may be unwilling to provide this information may be found in the “ERISA Considerations” section.

Withdrawal for Plan Expenses. Your plan may assess plan charges to pay for certain expenses of the plan. Your plan may authorize and direct Prudential to withdraw amounts from your Participant Account Value to pay such plan expenses by selling units of the Account.

If permitted by the Code and the retirement arrangement under which a Participant is covered, Prudential may offer systematic withdrawals as an administrative privilege. For more information about the systematic withdrawal plan, please refer to the “Benefits Available Under the Contract” section in this prospectus.

Suspension of Payments or Transfers

The SEC may require us to suspend or postpone payments made in connection with withdrawals or transfers for any period when:

•The New York Stock Exchange is closed (other than customary weekend and holiday closings);

•Trading on the New York Stock Exchange is restricted;

•An emergency exists, as determined by the SEC, during which sales and redemptions of shares of the underlying mutual funds are not feasible or we cannot reasonably value the accumulation units; or

•The SEC, by order, permits suspension or postponement of payments for the protection of investors.

Texas Optional Retirement Program

Special rules apply with respect to Contracts covering persons participating in the Texas Optional Retirement Program (“Texas Program”).

Under the terms of the Texas Program, Texas will contribute an amount somewhat larger than a Participant’s contribution. Texas’ contributions will be credited to the Participant Account. Until the Participant begins his/her second year of participation in the Texas Program, Prudential will have the right to withdraw the value of the Units purchased for this account with Texas’ contributions. If the Participant does not commence his/her second year of Texas Program participation, the value of those Units representing Texas’ contributions will be withdrawn and returned to the State.

A Participant has withdrawal benefits for Contracts issued under the Texas Program only in the event of the Participant’s death, retirement or termination of employment. Participants will not, therefore, be entitled to exercise the right of withdrawal in order to receive in cash the Participant Account Value credited to them under the Contract unless one of the foregoing conditions has been satisfied. A Participant may, however, transfer the value of the Participant’s interest under the Contract to another Prudential contract or contracts of other carriers approved under the Texas Program during the period of the Participant’s Texas Program participation.

Benefits Available Under the Contract

The following table summarizes information about the benefits available under the Contract.

NAME OF BENEFIT	PURPOSE	STANDARD OR OPTIONAL	ANNUAL FEES		RESTRICTIONS/ LIMITATIONS
NAME OF BENEFIT	PURPOSE	STANDARD OR OPTIONAL	Current	Maximum	RESTRICTIONS/ LIMITATIONS
Death Benefit	Provides protection for your beneficiary(ies) by ensuring that they do not receive less than your Contract Value.	Standard	$0	$0	None
Asset Allocation Program	A method of diversification that allocates assets among classes to manage investment risk and enhance returns over the long term.	Optional	$0	$0	None

NAME OF BENEFIT	PURPOSE	STANDARD OR OPTIONAL	ANNUAL FEES		RESTRICTIONS/ LIMITATIONS
			Current	Maximum
Systematic Withdrawal Plan	Allows for pre- planned, automatic scheduled distributions.	Optional	$0	$0	None

Death Benefit

When Prudential receives due proof of a Participant’s death and a claim and payment election submitted in a form approved by us in Good Order, we generally will pay to the designated Beneficiary a death benefit made up of the balance in the Participant Account (after deduction of any administrative expense charges). The death benefit will be valued as of the end of the Business Day in which proof of death and a claim and payment election forms are received at Prudential in Good Order. As discussed below in this section, a potentially greater death benefit may be elected under certain circumstances. The appropriate address to which a death benefit claim generally should be sent is set out on the cover page of this prospectus. We require proof of death to be submitted promptly. For certain Contracts, a death benefit claim should be sent to a designated record keeper rather than Prudential.

Prudential will pay the death benefit in accordance with the Participant’s instructions. The death benefit can be paid:

in one lump sum as if it were a single withdrawal by December 31 of the calendar year that contains the 10th anniversary of the date of death of the Owner;

as systematic withdrawals to completely distribute the death benefit amount by December 31 of the 10th anniversary of the participant's death;

as an annuity (This payout option is available if you have named a designated beneficiary who meets the requirements for an “eligible designated beneficiary” (“EDB”). A designated beneficiary is any individual designated as a beneficiary by the employee or IRA owner. An EDB is any designated beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. An individual's status as an EDB is determined on the date of your death.); or

as a partial withdrawal with any combination of numbers 2 and 3 of the above.

Any such payment will be subject to the required minimum distribution rules of Code Section 401(a)(9) as described in the “Federal Tax Status” section. If the Participant has not so directed, the Beneficiary may, within any time limit prescribed by or for the retirement arrangement that covered the Participant, elect:

•to receive a lump sum cash payment by December 31 of the calendar year that contains the 10th anniversary of the date of death of the Owner;

•to have a fixed dollar annuity purchased under the Contract on a specified date, using the same annuity purchase rate basis that would have applied if the Participant Account were being used to purchase an annuity for the Participant (This payout option is available if you have named a designated beneficiary who meets the requirements for an “eligible designated beneficiary” (“EDB”). A designated beneficiary is any individual designated as a beneficiary by the employee or IRA owner. An EDB is any designated beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. An individual's status as an EDB is determined on the date of your death.);

•to receive regular payments in accordance with the systematic withdrawal plan to completely distribute the death benefit amount by December 31 of the 10th anniversary of the participant's death; or

•a combination of all or any two of the three options above.

Unless an annuity form of distribution is required by the retirement arrangement under which the Participant is covered, or unless the Participant has elected otherwise, if within one year after the Participant’s death the Beneficiary elects to receive a lump sum cash payment of the entire Participant Account, including the balance in all Subaccounts, the total amount that Prudential will make available to the Beneficiary will be the greatest of:

•the Participant’s Account Value as of the date Prudential receives a death benefit payment request in Good Order;

•the sum of all contributions made to the Participant Account less withdrawals, transfers and charges; and

•the greatest of the Participant’s Account Value calculated on every third anniversary of the first contribution made on behalf of the Participant (accompanied by complete documentation) under the Contract, less subsequent withdrawals, transfers and charges.

Under certain types of retirement arrangements, the Retirement Equity Act of 1984 requires that in the case of a married Participant, a death benefit will be payable to the Participant’s spouse in the form of a “qualified pre-retirement survivor annuity.” A “qualified pre-retirement survivor annuity” is an annuity for the lifetime of the Participant’s spouse in an amount which can be purchased with no less than 50% of the balance in the Participant Account as of the Participant’s date of death. Under the Retirement Equity Act, the spouse of a Participant in a retirement arrangement which is subject to these rules may consent to waive the pre-retirement survivor annuity benefit. Such consent must acknowledge the effect of waiving the coverage, contain the signatures of the Participant and spouse, and must be notarized or witnessed by an authorized plan representative. Unless the spouse of a Participant in a plan which is subject to these requirements properly consents to the waiver of the benefit, Prudential will pay 50% of the balance in the Participant Account to such spouse even if the designated Beneficiary is someone other than the spouse. Under these circumstances, Prudential would pay the remaining 50% to the Participant’s designated Beneficiary.

Unless the retirement arrangement that covered the Participant provides otherwise, a Beneficiary who elects to have a fixed-dollar annuity may choose from among the available forms of annuity. See the “Effecting an Annuity” section. The Beneficiary may elect to purchase an annuity immediately or at a future date. If an election includes systematic withdrawals, the Beneficiary will have the right to terminate such withdrawals and receive the remaining balance in the Participant Account in cash (or effect an annuity with it), or to change the frequency, size or duration of such withdrawals, subject to the required minimum distribution rules. See “Federal Tax Status” section of this prospectus. If the Beneficiary fails to make any election within any time limit prescribed by or for the retirement arrangement that covered the Participant, within seven days after the expiration of that time limit, Prudential will make a single cash payment to the Beneficiary, after deducting the administrative expense charge. A specific Contract may provide that an annuity is payable to the Beneficiary if the Beneficiary fails to make an election.

With respect to the death benefits paid under a contract issued to a non-ERISA 403(b) plan or an IRA, if we do not receive instructions on where to send the payment within five years of the date of death, the funds will be escheated in accordance with applicable state law. For other plan types, we will follow the plan sponsor’s direction.

Until Prudential pays a death benefit that results in reducing to zero the balance in the Participant Account, Prudential will maintain the Participant Account Value in the Subaccounts and the Guaranteed Interest Account that make up the Participant Account for the Beneficiary in the same manner as they had been for the Participant, except:

•the Beneficiary may make no contributions; and

•the Beneficiary may not take a loan.

Asset Allocation Program

We may make available an asset allocation program to assist you in determining how to allocate Purchase Payments. If you choose to participate in the program, you may do so by utilizing a form available in the employee enrollment kit. The form will depict various asset allocation models based on age and risk tolerance. You also may participate in the program by providing instructions by telephone or through the internet, if permitted under your plan. We offer the asset allocation program at no charge to you. You are under no obligation to participate in the program or to invest according to its model allocations. You may ignore, in whole or in part, the model investment allocations provided by the program.

Asset allocation is a sophisticated method of diversification that allocates assets among classes to manage investment risk and enhance returns over the long term. However, asset allocation does not guarantee a profit or protect against a loss. You are not obligated to participate or to invest according to the program’s model allocations. We do not intend to provide any personalized investment advice in connection with these programs and you should not rely on these programs as providing individualized investment recommendations to you. Prudential is not acting as your fiduciary as defined by ERISA, or any rule or guidance promulgated thereunder, by making the asset allocation program available to you. If you need investment advice, please consult a qualified professional.

The asset allocation programs do not guarantee better investment results. We reserve the right to terminate or change the asset allocation programs at any time.

Systematic Withdrawal Plan

If permitted by the Code and the retirement arrangement under which a Participant is covered, Prudential may offer systematic withdrawals as an administrative privilege. Under a systematic withdrawal arrangement, a Participant may arrange for systematic withdrawals from the Subaccounts in which he/she invests and the Guaranteed Interest Account to which he/she allocates contributions. A Participant may arrange for systematic withdrawals only if at the time he/she elects to have such an arrangement, the balance in his/her Participant Account is at least $5,000. A Participant who has not reached age 59 1∕2, however, may not elect a systematic withdrawal arrangement unless he/she has first separated from service with his/her Employer. In addition, the $5,000 minimum balance does not apply to systematic withdrawals made for the purpose of satisfying required minimum distribution rules.

Federal income tax provisions applicable to the retirement arrangement under which a Participant is covered may significantly affect the availability of systematic withdrawals, how they may be made, and the consequences of making them. Withdrawals by Participants are generally taxable as ordinary income. Participants who have not reached age 59 1∕2 may incur substantial tax penalties on withdrawals. Withdrawals made after a Participant has attained age 72 (or age 73 shall apply to distributions required to be made after December 31, 2022 for individuals who attain age 72 after such date) and withdrawals by Beneficiaries must satisfy certain required minimum distribution rules. See the “Federal Tax Status” section.

You may arrange systematic withdrawals only pursuant to an election in a form approved by Prudential. Under certain types of retirement arrangements, if a Participant is married, the Participant’s spouse must consent in writing to the election of systematic withdrawals, with signatures notarized or witnessed by an authorized plan representative, or equivalent electronic procedure permitted by ERISA and related federal regulations. The election must specify that the systematic withdrawals will be made on a monthly, quarterly, semi-annual, or annual basis.

We will generally pay the amount of any withdrawal within seven days after receipt of a properly completed withdrawal request, in Good Order. We will pay the amount of any withdrawal requested, less any applicable tax withholding. We may delay payment of any withdrawal allocable to the Subaccount(s) for a longer period if the disposal or valuation of the Discovery Account’s assets is not reasonably practicable because the New York Stock Exchange is closed for other than a regular holiday or weekend, trading is restricted by the SEC, or the SEC declares that an emergency exists. We also may delay any payment in order to obtain information from the Employer of a Participant that is reasonably necessary to ensure that the payment is in compliance with the restrictions on withdrawals imposed by Section 403(b) of the Code, if applicable. In such an event, a withdrawal request will not be in Good Order and we will not process it until we obtain such information from the Employer. An explanation of why an employer may be unwilling to provide this information may be found in the “ERISA Considerations” section.

Prudential will effect all systematic withdrawals as of the day of the month specified by the Contractholder, or, if such day is not a Business Day, then on the next succeeding Business Day. If the systematic withdrawal is made to satisfy required minimum distribution rules and the next succeeding Business Day would cause such payment to be made in the subsequent calendar year, then payment will be made on the last Business Day, preceding the day of the month specified by the Contractholder. Systematic withdrawals will continue until the Participant has withdrawn all of the balance in his/her Participant Account or has instructed Prudential in writing to terminate his/her systematic withdrawal arrangement. The Participant may elect to make systematic withdrawals in equal dollar amounts (in which case each withdrawal must be at least $250), unless it is made to satisfy required minimum distribution rules, or over a specified period of time (at least three years). Where the Participant elects to make systematic withdrawals over a specified period of time, the amount of each withdrawal (which will vary, reflecting investment performance during the withdrawal period) will be equal to the sum of the balances then in the Participant Account divided by the number of systematic withdrawals remaining to be made during the withdrawal period.

Prudential will take your systematic withdrawals proportionally from all the Subaccounts unless your Employer has directed Prudential to take such withdrawals first from your allocations, if any, to the Guaranteed Interest Account. If your Employer has provided such direction, Prudential will take your systematic withdrawals from your investment, if any, in the Guaranteed Interest Account until that amount is exhausted and thereafter pro rata from the Subaccounts. Certain Contracts may specify that systematic withdrawals be deducted in a different manner than that described immediately above.

A Participant may change the frequency, amount or duration of his/her systematic withdrawals by submitting a form to Prudential or Prudential’s designee. Prudential will provide such a form to a Participant upon request. A Participant may make such a change only once during each calendar year.

A Participant may at any time instruct Prudential to terminate the Participant’s systematic withdrawal arrangement. No systematic withdrawals will be made for a Participant after Prudential has received this instruction in Good Order. A Participant who chooses to stop making systematic withdrawals may not again make them until the next calendar year and may be subject to federal tax consequences as a result.

If a Participant arranges for systematic withdrawals, that will not affect any of the Participant’s other rights under the Contracts, including the right to make withdrawals, and purchase a fixed dollar annuity.

Discontinuance of Contributions

By notifying Prudential, the Contractholder generally may discontinue contributions on behalf of all Participants under a Contract or for all Participants of an Employer covered under a Contract. Contributions under the Contract will also be discontinued for all Participants covered by a retirement arrangement that is terminated.

On 90 days’ advance notice to the Contractholder, Prudential may elect not to accept any new Participant, or not to accept further contributions for existing Participants.

The fact that contributions on a Participant’s behalf are discontinued does not otherwise affect the Participant’s rights under the Contracts. However, if contributions under a Program are not made for a Participant for a specified period of time (24 months in certain states, 36 months in others) and the total value of his/her Participant Account is at or below a specified amount ($1,000 in certain states, $2,000 in others), Prudential may, if permitted by the Code, elect to cancel that Participant Account unless prohibited by the retirement arrangement, and pay the Participant, or the Plan Sponsor on the Participant's behalf, the value (less the administrative expense charge) as of the date of cancellation.

Loan Program

The loans described in this section are generally available to Participants in 401(a) plans, 403(b) programs and 457(b) plans of eligible governmental employers. The ability to borrow, as well as the interest rate and other terms and conditions of the loan, may vary from Contract to Contract. Participants interested in borrowing should consult their Contractholder or Prudential. While these loans are not provided to you under the terms of a Contract but rather under the terms of your retirement plan, please be aware that loan-related fees may be paid through a withdrawal of your Contract Value held under the Contract, and be sure to refer to your loan agreement for information on an existing loan.

For plans that are subject to ERISA, it is the responsibility of the plan fiduciary to ensure that the interest rate and other terms and conditions of the loan program comply with all Contract qualification requirements including the ERISA regulations.

The loans described in this section (which involve the Variable Investment Options) work as follows:

The term “Participant,” for the purposes of the loan program only, means a Participant or Beneficiary who is a “party in interest” to the plan including a Participant whose employment with a plan sponsor has ended.

Administration of Loan Program. A Participant loan is available only if the Participant makes a request for such a loan in accordance with the provisions of this loan program. To receive a Participant loan, a Participant must enter into an agreement, including a pledge or assignment of the portion of the Account Value used for security on the loan.

Non-Automated Loans (Loans Requested Via Paper Form) - A Participant may apply for a loan by submitting a duly completed loan application that has been signed by the Participant.

Automated Loans (Loans Requested Via Telephone or Internet) - If permitted under the Contract, a Participant may apply for a loan by submitting a duly completed loan application, in a form prescribed by Prudential and consistent with the terms of this loan program, by authorized electronic means. The date and time of receipt will be appropriately recorded.

A loan application fee of up to $75 will be charged for each new loan, which amount is not refundable. In addition, there is an annual loan maintenance fee of up to $60 which amount will be deducted from a Participant’s account. This annualized loan maintenance fee will be pro rated based on the number of full months that the loan is outstanding, and we generally deduct it quarterly. Under certain Contracts, we will deduct the loan maintenance fee annually. Prudential will deduct the loan maintenance charge first against the Participant Account Value under the Guaranteed Interest Account (if available). If the Participant is not invested in the Guaranteed Interest Account, or if the Participant does not have enough money in such an option to pay the charge, Prudential will then deduct the charge against any one or more of the Subaccounts in which the Participant is invested.

Availability and Processing of Participant Loans. If loans are permitted under the terms of the Contract, loans will be made available to Participants. Prudential may however refuse to make a loan to any Participant who it reasonably believes will not repay the loan. A Participant who has defaulted on a previous loan from the plan and has not repaid such loan (with accrued interest) at the time of any subsequent loan will not be treated as creditworthy until such time as the Participant repays the defaulted loan (with accrued interest).

A Participant may not make, and the plan will not accept, a direct rollover of a loan from the plan of a Participant’s former employer.

We may delay processing a loan in order to obtain information from the Employer of a Participant that is reasonably necessary to ensure that the loan is in compliance with the restrictions imposed by Section 403(b) of the Code, if applicable. In such an event, a loan request will not be in Good Order and we will not process it until we obtain such information from the Employer. We may, however, refuse to make a loan if your Employer has not informed us that it will provide information reasonably necessary to ensure that loans, in general, are in compliance with the restrictions imposed by Section 403(b). An explanation of why an employer may be unwilling to provide this information may be found in the “ERISA Considerations” section.

Reasonable Rate of Interest. A Participant will be charged a reasonable rate of interest for any loan. The Contract will prescribe a means of establishing a reasonable interest rate. The interest rate on Participant loans will be declared quarterly; however, Prudential reserves the right to change the basis for determining the interest rate prospectively. The new basis will apply only to loans made after the effective date.

Adequate Security. All Participant loans must be adequately secured. The Participant’s vested Account Value will be used as security for a Participant loan provided the outstanding balance of all Participant loans made to such Participant does not exceed 50% of the Participant’s vested Account Value, determined immediately after the origination of each loan.

Periodic Repayment. A Participant loan must provide for level amortization with payments to be made not less frequently than quarterly. A Participant loan must be repaid within a period not exceeding five years from the date the Participant receives the loan from the plan unless the loan qualifies as a principal residence plan loan.

If permitted by the Contract, loan repayments may be made by payroll deduction. Repayment will begin as soon as is administratively practicable following issuance of the loan, but no more than two months from the date the loan is issued. Should payroll deductions not be possible, payments will be due directly from the Participant by check or similar payment method. Should a Participant be unable to use payroll repayment, the Contract may authorize regular payment no less frequently than quarterly on a revised schedule of amount and payment dates calculated to repay the loan, with interest in full, in substantially equal payments over the remaining original period of the loan.

Loans may be paid in full at any time without penalty. Any amount paid which is in excess of the scheduled payments then due, but less than the total outstanding balance, must be included with a scheduled payment and not under separate cover. The additional amount will be applied to the principal. Prepayments will not change the amount or timing of subsequent payments due prior to pay-off of the loan, but will simply reduce the total number of payments to be made.

Unpaid Leave of Absence. A Participant with an outstanding Participant loan may suspend loan payments to the plan for up to 12 months for any period during which the Participant is on an unpaid leave of absence. Upon the Participant’s return to employment (or after the end of the 12 month period, if earlier), the Participant’s outstanding loan will be re-amortized over the remaining period of such loan to make up for the missed payments. The re-amortized loan may extend beyond the original loan term so long as the loan is paid in full by the earliest of: (1) the date which is five years from the original date of the loan (or the end of the suspension, if sooner), or (2) the original loan repayment deadline (or the end of the suspension period, if later) plus the length of the suspension period.

Military Leave. A Participant with an outstanding Participant loan also may suspend loan payments for any period such Participant is on military leave. Upon the Participant’s return from military leave (or the expiration of five years from the date the Participant began his/her military leave, if earlier), loan payments will recommence under the amortization schedule in effect prior to the Participant’s military leave, without regard to the five year maximum loan repayment period. Alternatively, the loan may be reamortized to require a different level of loan payment, as long as the amount and frequency of such payments are not less than the amount and frequency under the amortization schedule in effect prior to the Participant’s military leave. Military leave personnel with loans will have further rights as determined by the Soldiers and Sailors Civil Relief Act of 1940 (generally limiting to 6% the annual percentage rate chargeable on loans during periods of military leave).

Loan Limitations. A Participant loan may not be made to the extent such loan (when added to the outstanding balance of all other loans made to the Participant) exceeds the lesser of:

(a) $50,000 (reduced by the excess, if any, of the Participant’s highest outstanding balance of loans from the plan during the one-year period ending on the day before the date on which such loan is made, over the Participant’s outstanding balance of loans from the plan as of the date such loan is made); or

(b) One-half ( 1∕2) of the Participant’s vested Account Value, determined as of the valuation date coinciding with or immediately preceding such loan, adjusted for any contributions or distributions made since such valuation date.

The minimum loan amount is as specified in the Contract, or if not specified, as determined by Prudential and permitted under applicable law. For purposes of this limit, an “outstanding loan” includes a loan for which a “deemed distribution” has occurred, following the borrower’s default and pursuant to applicable law, unless the borrower repays the outstanding balance of the defaulted loan (including accrued interest through the date of repayment).

This maximum is set by federal tax law and applies to all loans from any plans of the Employer, including all annuity contracts offered under such plans. In applying the limitations under this section, all plans maintained by the Employer are aggregated and treated as a single plan. In addition, any assignment or pledge of any portion of the Participant’s interest in the plan and any loan, pledge, or assignment with respect to any insurance contract purchased under the plan will be treated as a loan under this section. Since Prudential cannot monitor a Participant’s loan activity relating to other plans offered to the Participant, or loan activity under annuity contracts not issued by Prudential, it is the Participant’s responsibility to do so. Provided that a Participant adheres to these limitations, the loan will not be treated as a taxable distribution. If, however, the Participant defaults on the loan by, for example, failing to make required payments, the defaulted loan amount will be treated as a taxable distribution. In that event, Prudential will send the appropriate tax information to the Participant and the Internal Revenue Service. A Participant may not renegotiate a loan.

Segregated Investment. A Participant loan is treated as a segregated investment on behalf of the individual Participant for whom the loan is made. If the Contract does not specify procedures designating the type of contributions from which the Participant loan will be made, such loan is deemed to be made on a proportionate basis from each type of contribution.

Unless requested otherwise on the Participant’s loan application, a Participant loan will be made equally from all portfolios or investment funds in which the applicable contributions are held. A Participant or Beneficiary may direct the trustee, on his/her loan application, to withdraw the Participant loan amounts from a specific portfolio or investment fund or funds, if the Employer’s plan permits. Unless specified otherwise in the Contract, loan repayments will be invested according to the Participant’s investment allocation for current contributions unless otherwise elected by the Participant.

Procedures for Loan Default. If the plan does not receive payment on a loan on a timely basis for whatever reason, regardless of whether the borrower normally makes repayment by salary deduction or direct payment, the loan will be considered in default unless payment is made within a grace period. The grace period will be the 90 day period after each due date (unless a shorter grace period is dictated by your plan), but may be extended by determination of Prudential, to the date the late payment is actually made for specific causes that are beyond the Participant’s control and are consistently determined and applied on a nondiscriminatory basis. In no event may the grace period extend beyond the end of the calendar quarter following the calendar quarter in which the payment was originally due.

Loans default upon a determination by Prudential, consistently determined and applied on a nondiscriminatory basis, due to the following:

(a) Failure to pay on time (including within any grace period allowed under loan procedures used for the plan);

(b) Death of the Participant;

(d) Any statement or representation by the Participant in connection with the loan which is false or incomplete in any material respect;

(e) Failure of the Participant to comply with any of the terms of the promissory note and other loan documentation;

(f) When the Participant becomes insolvent or bankrupt.

If a Participant defaults on a Participant loan, the plan may not offset the Participant’s Account Value until the Participant is otherwise entitled to an immediate distribution of the portion of the Account Value that will be offset and such amount being offset is available as security on the loan. Such offset is the sole remedy for non-payment to which the Participant is subject. For this purpose, a loan default is treated as an immediate distribution event to the extent the law does not prohibit an actual distribution of the type of contributions which would be offset as a result of the loan default. The Participant may repay the outstanding balance of a defaulted loan (including accrued interest through the date of repayment) at any time but is not required to do so.

Pending the offset of a Participant’s Account Value following a defaulted loan, the following rules apply to the amount in default. Post default interest accrual on a defaulted loan applies to loans initiated after December 31, 2001.

(a) Interest continues to accrue on the amount in default until the time of the loan offset or, if earlier, the date the loan repayments are made current or the amount is satisfied with other collateral.

(b) A subsequent offset of the amount in default is not reported as a taxable distribution, except to the extent the taxable portion of the default amount was not previously reported by the plan as a taxable distribution.

The post-default accrued interest included in the loan offset is not reported as a taxable distribution at the time of the offset.

Loan repayments may continue beyond termination of employment, if allowed under the terms of your retirement plan. Otherwise, if permitted under the terms of the plan, a loan will default when the Participant who has terminated employment, either first takes a partial or total distribution of the Account Value, or the grace period has expired.

A Participant may not request a direct rollover of the loan note.

If you terminated employment and had an outstanding loan from your retirement plan, any outstanding loan balance not paid back under plan rules after termination of employment becomes taxable in the year of default. Under the Tax Cuts and Jobs Act, for defaults related to termination of employment after 2017, an individual has until the due date of that year’s return (including extensions) to roll over the outstanding loan amount to an IRA or qualified retirement plan.

Modified Procedures

Under certain Contracts, the Contractholder or a third party acting on their behalf provides record keeping services that would otherwise be performed by Prudential. Such Contracts may require procedures somewhat different than those set forth in this prospectus. For example, such Contracts may require that contribution allocation requests, withdrawal requests, and/or transfer requests be directed to the Contract’s record keeper rather than Prudential. The record keeper is the Contractholder’s agent, not Prudential’s agent. Accordingly, transactions will be processed and priced as of the end of the Business Day in which Prudential receives appropriate instructions and/or funds from the record keeper. The Contract will set forth any such different procedures.

CHARGES, FEES AND DEDUCTIONS

Charges in General

This section describes the types of charges you may pay while you own this Contract as well as the maximum allowable charge under the Contract. The current charges are not described in the prospectus and they will vary by plan. Current charges can change. Therefore, although a particular charge can increase or decrease within the maximum charge noted in this prospectus, it can never exceed the maximum charge amount. Additionally, neither the plan nor Prudential is prohibited from increasing a charge (up to the maximum charge) just because a particular charge is currently set at zero.

Administrative Fee and Administrative Expense Charge

Prudential imposes an administrative fee to compensate for the expenses incurred in administering the Contracts. This includes such things as issuing the Contract, establishing and maintaining records, and providing reports to Contractholders and Participants. Prudential deducts this fee daily from the assets in each of the Subaccounts at a maximum effective annual rate of 0.85%. Prudential may reduce the administrative fee if warranted by economies of scale or other pertinent factors.

Prudential deducts an administrative expense charge (also known as an annual account charge) for record keeping and other administrative services pro rata from each Participant Account or bills this charge directly to the Employer. This annual account charge is payable to Prudential. Prudential imposes this charge on the last Business Day of each calendar year as long as the Participant still has money invested in the Subaccounts and the Guaranteed Interest Account.

Prudential will pro rate the annual account charge for new Participants for the first year of their participation based on the number of full months remaining in the calendar year after the first contribution is received. If a Participant Account is canceled before the end of the year, Prudential will impose the charge on the date that the Participant Account is canceled (and the charge will not be pro rated if this occurs during the year in which the first contribution is made to the Participant Account). Prudential will not impose the annual account charge, however, upon the cancellation of a Participant Account to purchase an annuity under a Contract if the annuity becomes effective on January 1 of any year. After a cancellation, the Participant may again participate in the Contract only as a new Participant, and will be subject to a new annual account charge.

For all Contracts, the aggregate annual account charge for each Participant will not be greater than $32. Prudential will first assess the charge against the Participant Account Value under the Guaranteed Interest Account (if available). If the Participant is not invested in the Guaranteed Interest Account, or if the Participant does not have enough money in such an option to pay the charge, Prudential will then assess the charge against any one or more of the Subaccounts in which the Participant is invested. Prudential may waive or eliminate the annual account charge where its costs of administration are less. Such lesser costs may be attributable to economies of scale associated with the amount of the Contractholder’s plan assets and the fact that the Contractholder itself performs administrative services that Prudential otherwise would perform.

Charge for Assuming Mortality and Expense Risks

Prudential makes a deduction daily from the assets of each of the Subaccounts as compensation for assuming the risk that our estimates of longevity and of the expenses we expect to incur over the lengthy periods that the Contract may be in effect will turn out to be incorrect. Prudential may reduce the charge for mortality and expense risks under certain Contracts due to economies of scale or other factors. Prudential assesses the charge daily at a maximum annual rate of 0.15% of the assets held in the Subaccounts for all of the Contracts.

Base Contract Expenses

The administrative fee and mortality and expense risk charge described above make up what is referred to as a base contract expense.

Expenses Incurred by the Portfolios

Participants indirectly bear the charges and expenses of the portfolios. Details about investment management fees and other portfolio expenses are available in the prospectuses for the portfolios and the related statements of additional information.

Withdrawal Charge

Effective October 1, 2009, Prudential has waived the withdrawal charge for all contracts.

Loan Fee

Aggregate Nature of Charges

The charges under the Contracts are designed to cover, in the aggregate, our direct and indirect costs of selling, administering and providing benefits under the Contracts. They are also designed, in the aggregate, to compensate us for the risks of loss we assume pursuant to the Contracts. If, as we expect, the charges that we collect from the Contracts exceed our total costs in connection with the Contracts, we will earn a profit. Otherwise, we will incur a loss. The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In most cases, this prospectus identifies such expenses or risks in the name of the charge; however, the fact that any charge bears the name of, or is designed primarily to defray a particular expense or risk does not mean that the amount we collect from that charge will never be more than the amount of such expense or risk. Nor does it mean that we may not also be compensated for such expense or risk out of any other charges we are permitted to deduct by the terms of the Contract.

Taxes Attributable to Premium

There are federal, state and local premium based taxes applicable to your Purchase Payment. We are responsible for the payment of these taxes and may make a deduction from the value of the contract to pay some or all of these taxes. Some of these taxes are due when the contract is issued, others are due when the annuity payments begin. It is our current practice not to deduct a charge for state premium taxes until annuity payments begin. In the states that impose a premium tax, the current rates range up to 3.5%. It is also our current practice not to deduct a charge for the federal deferred acquisition costs paid by us that are based on premium received. However, we reserve the right to charge the contract owner in the future for any such deferred acquisition costs and any federal, state or local income, excise, business or any other type of tax measured by the amount of premium received by us.

REQUESTS, CONSENTS AND NOTICES

The way you provide all or some requests, consents, or notices under a Contract (or related agreement or procedure) may include telephone access to an automated system, telephone access to a staffed call center, or internet access through www.empower.com, as well as traditional paper. Prudential reserves the right to vary the means available from Contract to Contract, including limiting them to electronic means, by Contract terms, related service agreements with the Contractholder, or notice to the Contractholder and Participants. If electronic means are authorized, you will automatically be able to use them.

Prudential also will be able to use electronic means to provide notices to you, provided your Contract or other agreement with the Contractholder does not specifically limit these means. Electronic means will only be used, however, when Prudential reasonably believes that you have effective access to the electronic means and that they are allowed by applicable law. Also, you will be able to receive a paper copy of any notice upon request.

For your protection and to prevent unauthorized exchanges, telephone calls and other electronic communications will be recorded and stored, and you will be asked to provide your personal identification number or other identifying information before any request will be processed. Neither Prudential nor our agents will be liable for any loss, liability, or cost which results from acting upon instructions reasonably believed to be authorized by you.

During times of extraordinary economic or market changes, electronic and other instructions may be difficult to implement.

Prudential does not guarantee access to telephonic, facsimile, internet or any other electronic information or that we will be able to accept transaction instructions via such means at all times. Nor, due to circumstances beyond our control, can we provide any assurances as to the delivery of transaction instructions submitted to us by regular and/or express mail. Regular and/or express mail (if operational) will be the only means by which we will accept transaction instructions when telephonic facsimile, internet or any other electronic means are unavailable or delayed. Prudential reserves the right to limit, restrict or terminate telephonic, facsimile, internet or any other electronic transaction privileges at any time.

Some states, retirement programs, or Contractholders may not allow these privileges, or allow them only in modified form.

FEDERAL TAX STATUS

The following discussion is general in nature and describes only federal income tax law. We generally do not describe state or other tax laws. It is based on current law and interpretations, which may change. It is not intended as tax advice. Participants and Contractholders should consult a qualified tax adviser for complete information and advice.

Annuity Qualification

This discussion assumes the Contracts will be treated as annuity contracts for federal income tax purposes. In order to qualify for the tax rules applicable to annuity contracts, the assets underlying the Contracts must be diversified according to certain rules. For further detail on diversification requirements, see Dividends, Distributions and Taxes in the attached prospectus for The Prudential Series Fund. Tax rules also require that Prudential must have sufficient control over the underlying assets to be treated as the owner of the underlying assets for tax purposes. Treasury Department regulations do not provide guidance concerning the extent to which Participants may direct investments in the particular investment options without causing Participants, instead of Prudential, to be considered the owner of the underlying assets. Prudential believes the Contracts are annuity contracts under the tax rules. Prudential, therefore, reserves the right to make any changes it deems necessary to assure that the Contracts qualify as annuity contracts for tax purposes. Any such changes will apply uniformly to affected Participants and will be made with such notice to affected Participants as is feasible under the circumstances. For Contracts funding retirement plans subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, such changes will be made only upon consent of the plan fiduciary.

Tax Qualified Retirement Arrangements Using the Contracts

The Contracts may be used with qualified pension and profit sharing plans, plans established by self-employed persons (“Keogh plans”), simplified employee pension plans (“SEPs”), IRAs, Roth IRAs, and Section 403(b) tax deferred annuities (“TDAs”). The Contracts may be used with defined contribution annuity plans qualifying for federal tax benefits under Section 403(c) of the Code (“Section 403(c) annuities”). The Contracts may also be used with certain deferred compensation plans of a state or local government or a tax exempt organization (called “Section 457 Plans” after the Internal Revenue Code section that governs their structure). Where Employer plans permit, the Contract may also be used for Roth Accounts. The provisions of the tax law that apply to these retirement arrangements that may be funded by the Contracts are complex, and Participants are advised to consult a qualified tax adviser.

You should be aware that tax favored plans such as IRAs generally provide income tax deferral regardless of whether they invest in annuity contracts. This means that when a tax favored plan invests in an annuity contract, it generally does not result in any additional tax benefits (such as income tax deferral and income tax free transfers).

Cost basis for a tax favored retirement plan is provided only in limited circumstances, such as for contributions to a Roth IRA or Roth Account or nondeductible contributions to a traditional IRA. We do not track cost basis for IRAs or Roth IRAs, which is the responsibility of the IRA owner.

The tax rules for such plans involve, among other things, limitations on contributions and required minimum distribution provisions. Tax exempt organizations or governmental employers considering the use of the Contracts to fund or otherwise provide deferred compensation to their employees should consult with a qualified tax adviser concerning these specific requirements.

Contributions/Rollovers

In general, assuming that the requirements and limitations of tax law applicable to the particular type of plan are adhered to by Participants and Employers, contributions made under a retirement arrangement funded by a Contract are deductible (or not includible in income) up to certain amounts each year. Deductions for IRA contributions may be limited based on income if the individual or their spouse is a Participant in an Employer plan.

Contributions to a Roth IRA are subject to certain limits, and are not deductible for federal income tax purposes. Contributions to a Roth account under an employer plan or to a Section 403(c) annuity are not deductible.

The “rollover” rules under the Code are fairly technical; however, a Participant (or his or her surviving spouse) may generally “roll over” certain distributions from tax favored retirement plans (either directly or within 60 days from the date of these distributions) if he or she meets the requirements for distribution. If you terminated employment and had an outstanding loan from your retirement plan, any outstanding loan balance not paid back under plan rules after termination

of employment becomes taxable in the year of default. Under the Tax Cuts and Jobs Act, for defaults related to termination of employment after 2017, an individual has until the due date of that year’s return (including extensions) to roll over the outstanding loan amount to an IRA or qualified retirement plan. Beginning January 1, 2015, a Participant can only make an IRA to IRA rollover if the Participant has not made a rollover involving any IRAs owned by the Participant in the prior 12 months. For rollovers prior to 2015, a Participant was able to make an IRA to IRA rollover in a 12 month period for each IRA owned by the individual. An IRA transfer is a tax-free trustee-to-trustee “transfer” from one IRA account to another. IRA transfers are not subject to this 12 month rule.

Late Rollover Self-Certification. You may be able to apply a rollover contribution to your IRA or qualified retirement plan after the 60 day deadline through a self-certification procedure established by the IRS. Please consult your tax or legal adviser regarding your eligibility to use this self-certification procedure. As indicated in this IRS guidance, we, as a financial institution, are not required to accept your self-certification for waiver of the 60 day deadline.

Earnings

Under the retirement programs with which the Contracts may be used, federal income tax currently is not imposed upon the investment income and realized gains earned by the Subaccounts in which the contributions have been invested until a distribution or withdrawal is received.

Distributions or Withdrawals

When a distribution or withdrawal is received, either as a lump sum, an annuity, or as regular payments in accordance with a systematic withdrawal arrangement, all or a portion of the distribution or withdrawal is normally taxable as ordinary income. In some cases, the tax on lump sum distributions may be limited by a special income-averaging rule. The effect of federal income taxation depends largely upon the type of retirement plan and a generalized description, beyond that given here, is not particularly useful. Careful review of tax law applicable to the particular type of plan is necessary.

Furthermore, early distributions or withdrawals may be restricted or subject to an additional tax for early distribution. Participants contemplating a withdrawal should consult a qualified tax adviser.

Under a Roth IRA, distributions are generally not taxable for federal income tax purposes if they are made after attainment of age 59 1∕2 or for certain other reasons and if the individual had a Roth IRA in effect for at least five tax years. Distributions from a Roth account under an employer plan are taxed similarly.

Charitable IRA Distributions

Certain qualified IRA distributions used for charitable purposes are eligible for an exclusion from gross income, up to $100,000, for otherwise taxable IRA distributions from a traditional or Roth IRA. A one-time election of up to $50,000 for qualified charitable distributions to certain split-interest entities is also permitted. These amounts will be indexed for inflation for taxable years beginning after 2023. A qualified charitable distribution is a distribution that is made (1) directly by the IRA trustee to certain qualified charitable organizations and (2) on or after the date the IRA owner attains age 70 1∕2. Distributions that are excluded from income under this provision are not taken into account in determining the individual’s deductions, if any, for charitable contributions. Effective 2020, the amount of your qualified charitable distributions that are excluded from income tax for a tax year is reduced (but not below zero) by the excess of: (1) the total amount of your IRA deductions allowed for all tax years ending on or after the date you attain age 70 1∕2; over (2) the total amount of reductions for all tax years preceding the current tax year.

The IRS has indicated that an IRA trustee is not responsible for determining whether a distribution to a charity is one that satisfies the requirements of the charitable giving incentive. Consistent with the applicable IRS instructions, we report these distributions as normal IRA distributions on Form 1099-R. Individuals are responsible for reflecting the distributions as charitable IRA distributions on their personal tax returns.

Tax Deferred Annuities

In general, you may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered Annuity (“TSA”), 403(b) plan or 403(b) annuity) if you are an employee of a tax exempt organization (as defined under Code Section 501(c)(3)) or a public educational organization, and you may make contributions to a TDA so long as your employer maintains such a plan and your rights to the annuity are non-forfeitable. Contributions to a TDA, and any earnings, are not taxable until distribution. You may also make contributions to a TDA under a salary reduction agreement, subject to specific limits.

Individuals participating in a TDA who are age 50 or above by the end of the year will be permitted to contribute an additional amount. This amount is indexed for inflation. Go to www.irs.gov for the current year contribution limit and catch up contribution limit. Further, you may roll over TDA amounts to another TDA or an IRA. You may also roll over TDA amounts to a qualified retirement plan, a SEP, and a governmental 457(b) plan. A contract may generally only qualify as a TDA if distributions (other than “grandfathered” amounts held as of December 31, 1988) may be made only on account of:

•Your attainment of age 59 1∕2;

•Your severance of employment;

•Your death;

•Your total and permanent disability;

•Hardship (under limited circumstances);

•Qualified birth or adoption distributions; or

•Qualified disaster recovery distributions.

Effective for distributions made after December 31, 2023, emergency personal expense distributions or eligible distributions to a domestic abuse victim may also be permitted under the arrangement.

In any event, you must begin receiving distributions from your TDA by April 1st of the calendar year after the calendar year you turn age 72 (or age 73 shall apply to distributions required to be made after December 31, 2022 for individuals who attain age 72 after such date) or retire, whichever is later. These distribution limits do not apply either to transfers or exchanges of investments under the contract, or to any “direct transfer” of your interest in the contract to another employer’s TDA plan or mutual fund “custodial account” described under Code Section 403(b)(7). Employer contributions to TDAs are subject to the same general contribution, nondiscrimination, and minimum participation rules applicable to “qualified” retirement plans.

Required Minimum Distribution Rules

In general, distributions from qualified retirement arrangements and Section 457 Plans must begin by the “required beginning date” which is April 1st of the calendar year following the later of (1) the year in which the Participant attains age 72 (or age 73 shall apply to distributions required to be made after December 31, 2022 for individuals who attain age 72 after such date) or (2) the Participant retires (retirement date not applicable to IRAs). The following exceptions apply:

•For a TDA, only benefits accruing after December 31, 1986 must begin distribution by the required beginning date.

•Roth IRAs are not subject to these pre-death required minimum distribution rules.

•Effective for taxable years beginning after December 31, 2023, designated Roth accounts in a TDA are not subject to the pre-death required minimum distribution rules. Distributions required with respect to years beginning before January 1, 2024 are still required, but are permitted to be paid on or after such date.

Please note that if you elected to receive required minimum distributions under a systematic minimum distribution option, this program is discontinued upon receipt of notification of death. The final required minimum distribution must be distributed prior to establishing a beneficiary payment option for the balance of the contract.

Distributions that are made after the required beginning date must generally be made in the form of an annuity for the life of the Participant or the lives of the Participant and his/her designated Beneficiary, or over a period that is not longer than the life expectancy of the Participant or the life expectancies of the Participant and his/her designated Beneficiary.

Distributions to Beneficiaries are also subject to required minimum distribution rules. See the “Required Distributions Upon Death of Participant” section.

An excise tax applies to Participants or Beneficiaries who fail to take the required minimum distribution in any calendar year.

Special Considerations Regarding Exchanges Involving 403(b) Arrangements

IRS regulations may affect the taxation of 403(b) tax deferred annuity contract exchanges. Annuity contract exchanges are a common non-taxable method to exchange one tax deferred annuity contract for another. The IRS has issued regulations that may impose restrictions on your ability to make such an exchange. The regulations are generally effective in 2009. We accept exchanges only if we have entered into an information-sharing agreement or its functional equivalent, with the applicable employer or its agent. We make such exchanges only if your employer confirms that it has entered into an information-sharing agreement or its functional equivalent with the issuer of the other annuity contract. This means that if you request an exchange we will not consider your request to be in Good Order, and will not therefore process the transaction, until we receive confirmation from your employer.

Section 403(c) Annuity Arrangements Using the Contracts

Contributions to Section 403(c) annuities are neither deductible nor subject to tax law limitations on their amount. Federal income tax currently is not imposed upon the investment income and realized gains earned by the Subaccounts in which contributions have been invested until a distribution or withdrawal is received. When a distribution or withdrawal is received, either as a lump sum, an annuity, or as regular payments in accordance with a systematic withdrawal arrangement, a portion of the distribution or withdrawal is taxable as ordinary income. Section 403(c) annuities are subject to neither the required minimum distribution rules described above nor to the rules described below as additional tax for early distribution on withdrawals and annuity payments and required distributions upon death of participant.

ERISA Considerations

Employer involvement and other factors will determine whether a Contract is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If applicable, ERISA and the Code prevent a fiduciary and other “parties in interest” with respect to a plan (and, for these purposes, an IRA would also constitute a “plan”) from receiving any benefit from any party dealing with the plan, as a result of the sale of the Contract. Administrative exemptions under ERISA generally permit the sale of insurance/annuity products to plans, provided that certain information is disclosed to the person purchasing the Contract. This information has to do primarily with the fees, charges, discounts and other costs related to the Contract, as well as any commissions paid to any agent selling the Contract.

Information about any applicable fees, charges, discounts, penalties or adjustments may be found under the “Charges, Fees and Deductions” section.

Information about sales representatives and commissions may be found under the “Other Information” and “Sale of the Contract and Sales Commissions” sections.

In addition, other relevant information required by the exemptions is contained in the Contract and accompanying documentation. Please consult your tax advisor if you have any additional questions.

The U.S. Department of Labor considers certain types of employer actions under a section 403(b) program to be inconsistent with the program not being subject to ERISA. Among these are employer approval of participant requests for loans and hardship withdrawals both of which reasonably may be necessary to comply with restrictions imposed by Section 403(b) of the Code. If an Employer that is a tax exempt entity does not inform us that it will approve Participant requests for loans and hardships, such transactions may not be available to Participants using funds held under the Contracts. An individual employed by a tax exempt entity should check with his/her employer to determine whether loans and hardship withdrawals are available using funds held under the Contracts.

Taxes Payable by Participant

Prudential believes the Contracts are annuity contracts for tax purposes. Accordingly, as a general rule, Participants should not pay any tax until money is received under the Contracts. Generally, annuity contracts issued by the same company (and affiliates) to a Participant during the same calendar year must be treated as one annuity contract for purposes of determining the amount subject to tax under the rules described below.

Taxes on Withdrawals and Surrender

If a Participant makes a withdrawal from the Contract or surrenders it before annuity payments begin, the amount received will be taxed as ordinary income, rather than as return of Purchase Payments, until all gain has been withdrawn.

If a Participant assigns or pledges all or part of the Contract as collateral for a loan, the part assigned or pledged will be treated as a withdrawal. Also, if a Participant elects an interest payment option, this will be treated, for tax purposes, as a surrender of the Contract.

If a Participant transfers the Contract for less than full consideration, such as by gift, tax will be triggered on the gain in the Contract. This rule does not apply to transfers to a spouse or, in most circumstances, transfers made incident to divorce.

Taxes on Annuity Payments

A portion of each annuity payment a Participant receives will be treated as a partial return of Purchase Payments and will not be taxed. The remaining portion will be taxed as ordinary income. Generally, the nontaxable portion is determined by multiplying the annuity payment received by a fraction, the numerator of which is the Purchase Payments (less any amounts previously received tax-free) and the denominator of which is the total expected payments under the Contract.

After the full amount of the Purchase Payments have been recovered tax-free, the full amount of the annuity payments will be taxable. If annuity payments stop due to the death of the Annuitant before the full amount of the Purchase Payments have been recovered, a tax deduction may be allowed for the unrecovered amount.

Additional Tax on Early Distributions and Annuity Payments

Any taxable amount received under the Contract may be subject to a 10% additional tax for early distribution. The 10% additional tax for early distribution generally does not apply to Section 457 Plans. Also, amounts are not subject to this additional tax if:

•the amount is paid on or after age 59 1∕2 or the death of the Participant;

•generally the amount received is attributable to the Participant becoming disabled;

•the amount paid or received is in the form of level payments not less frequently than annually for life (or a period not exceeding life expectancy);

•the amount received is paid under an immediate annuity contract (in which annuity payments begin within one year of purchase); or

•the withdrawal is a qualified birth or adoption distribution.

Other exceptions to this tax may apply. You should consult your tax adviser for further details.

Generally, if the lifetime payment stream is modified (other than as a result of death or disability) before age 59 1∕2 (or before the end of the five year period beginning with the first payment and ending after age 59 1∕2), the tax for the year of modification will be increased by the additional tax for early distribution that would have been imposed without the exception, plus interest for the deferral. There are three approved methods for calculating the amount of the payments in the payment stream. In Revenue Ruling 2002-62, the IRS has indicated that a taxpayer may make a one-time switch to the “required minimum distribution method” from either of the other two methods without being deemed to have modified the series of payments.

Taxes Payable by Beneficiaries

Generally, the same tax rules apply to amounts received by a Beneficiary as those set forth above with respect to a Participant. The election of an annuity payment option instead of a lump sum death benefit may defer taxes. Certain required minimum distribution rules apply upon the death of a Participant, as discussed further below.

Required Distributions Upon Death of Participant

For non-qualified annuity arrangements certain distributions must be made under the Contract upon the death of a Participant. The required distributions depend on whether the Participant dies on or before the start of annuity payments under the Contract or after annuity payments are started under the Contract.

If the Participant dies on or after the Annuity Date, and did not designate a Beneficiary, the remaining portion of the interest in the Contract must be distributed at least as rapidly under the method of distribution being used as of the date of death. If a Participant dies before the Annuity Date, the entire interest in the Contract must be distributed within five years after the date of death. However, if the Participant designated a Beneficiary, the designated Beneficiary may select an

annuity payment option with payments to begin within one year of the death of the Participant. The value of the Contract may be distributed under an annuity option over the Beneficiary’s life or a period not exceeding the Beneficiary’s life expectancy. The designated Beneficiary is the person to whom ownership of the Contract passes by reason of death, and must be a natural person.

If any portion of the Contract is payable to (or for the benefit of) a Participant's surviving spouse, such portion of the Contract may be continued with the spouse as the owner.

Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored plan, any remaining interest must be distributed in accordance with federal income tax requirements. For an employee, IRA owner, or beneficiary who died prior to January 1, 2020, please consult your tax advisor regarding the applicable post-death distribution requirements.

The information provided below applies to an employee, IRA owner, or beneficiary who died after January 1, 2020. In addition, if you are an employee under a governmental plan, such as a section 403(b) plan of a public school or a governmental 457(b) plan, this new law applies if you die after 2021. In addition, if your plan is maintained pursuant to one or more collective bargaining agreements, this new law generally applies if you die after 2021 (unless the collective bargaining agreements terminate earlier).

In some circumstances, non-spouse Beneficiaries are permitted to roll death benefits to an IRA from a qualified retirement plan, a governmental Section 457 plan, a Section 403(b) TDA or an IRA. Such plans are not required to offer non-spouse rollovers but if they do the rollover must be a direct trustee to IRA rollover. For plan years beginning after December 31, 2009, Employer plans are required to be amended to permit such rollovers. The IRA receiving the death benefit must be titled and treated as an “inherited IRA.” A non-spouse Beneficiary may also roll death benefits to an “inherited Roth IRA.” The “required minimum distribution” rules regarding non-spouse Beneficiaries continue to apply.

Deaths before your required beginning date. If you die before your required beginning date, and you have a designated beneficiary, any remaining interest must be distributed by December 31 of the year that includes the 10 year anniversary of your death, unless the designated beneficiary is an “eligible designated beneficiary” (“EDB”) or some other exception applies. A designated beneficiary is any individual designated as a beneficiary by the employee or IRA owner. An EDB is any designated beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. An individual’s status as an EDB is determined on the date of your death. An EDB (other than a minor child) can generally stretch distributions over their life or life expectancy if payments begin within one year of your death and continuing over the EDB’s remaining life expectancy after the EDB’s death. However, all amounts must be fully distributed by the end of the year containing the 10th anniversary of the EDB’s death. Special rules apply to minors and Beneficiaries that are not individuals. Additional special rules apply to surviving spouses, see “Spousal Continuation” below.

Death on or after your required beginning date. In general, if you die on or after your required beginning date, and you have a designated beneficiary who is not an EDB, any remaining interest in your Qualified Annuity must continue to be distributed over the longer of your remaining life expectancy and your designated beneficiary’s life expectancy (or more rapidly), but all amounts must be distributed within 10 years of your death. If your Beneficiary is an EDB (other than a minor child), distributions must continue over the longer of your remaining life expectancy and the EDB’s life expectancy (or more rapidly), but all amounts must be distributed within 10 years of the EDB’s death, EDBs who are older than the Owner, and Beneficiaries that are not individuals.

Annuity payments. If you commence taking distributions in the form of an annuity that can continue after your death, such as in the form of a joint and survivor annuity or an annuity with a guaranteed period of more than 10 years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be commuted at the end of that period (or otherwise modified after your death if permitted under federal tax law and by Prudential) in order to comply with the new post-death distribution requirements.

Other rules. The post-death distribution requirements do not apply if the employee or IRA owner elected annuity payments that comply with prior law commenced prior to December 20, 2019. Also, even if annuity payments have not commenced prior to December 20, 2019, the above requirements generally do not apply to an immediate annuity contract or a deferred income annuity contract (including a qualifying lifetime annuity contract, or “QLAC”) purchased prior to that date, if you have made an irrevocable election before that date as to the method and amount of the annuity.

If your beneficiary is not an individual, such as a charity, your estate, or a trust, any remaining interest after your death generally must be distributed under prior law in accordance with the 5-year rule or the at-least-as-rapidly rule, as

applicable (but not the lifetime payout rule). You may wish to consult a professional tax advisor about the federal income tax consequences of your beneficiary designations.

In addition, these post-death distribution requirements generally do not apply if the employee or IRA owner died prior to January 1, 2020. However, if the designated beneficiary of the deceased employee or IRA owner dies after January 1, 2020, and the designated beneficiary had elected the lifetime payout rule or was under the at-least-as rapidly rule, any remaining interest must be distributed within 10 years of the designated beneficiary’s death. Hence, this 10-year rule will apply to (1) a contract issued prior to 2020 which continues to be held by a designated beneficiary of an employee or IRA owner who died prior to 2020, and (2) an inherited IRA issued after 2019 to the designated beneficiary of an employee or IRA owner who died prior to 2020.

Spousal continuation. If your beneficiary is your spouse, your surviving spouse can delay the application of the post-death distribution requirements until after your surviving spouse reaches age 72 (or age 73 shall apply to distributions required to be made after December 31, 2022 for individuals who attain age 72 after such date) by transferring the remaining interest tax-free to your surviving spouse’s own IRA, or by treating your IRA as your surviving spouse’s own IRA, subject to the new rules under the regulations. Effective January 1, 2024, a surviving spouse is able to elect to treat a qualified retirement plan account as his/her own retirement plan account if the Participant in the retirement plan died after his/her required beginning date.

The post-death distribution requirements are complex and unclear in numerous respects. Treasury has issued proposed regulations that may impact these required minimum distribution requirements in the future. We reserve the right to make changes in order to comply with the proposed regulations, or once final regulations are published. Any such changes will apply uniformly to affected Owners or Beneficiaries and will be made with such notice to affected Owners or Beneficiaries as is feasible under the circumstances. In addition, the manner in which these requirements will apply will depend on your particular facts and circumstances. You may wish to consult a professional tax adviser for tax advice as to your particular situation.

Unless payments are being made in the form of an annuity, a Beneficiary has the flexibility to take out more each year than mandated under the required minimum distribution rules.

Until withdrawn, amounts in a qualified annuity contract continue to be tax deferred. Amounts withdrawn each year, including amounts that are required to be withdrawn under the required minimum distribution rules, are subject to tax. You may wish to consult a professional tax advisor for tax advice as to your particular situation.

For a Roth IRA, if death occurs before the entire interest is distributed, the Death Benefit must be distributed under the same rules applied to IRAs where death occurs before the required beginning date.

Withholding

Amounts distributed from annuity contracts in nonqualified annuity arrangements are subject to tax withholding. Participants may generally elect not to have tax withheld from payments. The rate of withholding on annuity payments will be determined on the basis of the withholding certificate filed with Prudential. Absent these elections, Prudential will withhold the tax amounts required by the applicable tax regulations. Participants may be subject to penalties under the estimated tax payment rules if withholding and estimated tax payments are not sufficient. Participants who fail to provide a social security number or other taxpayer identification number will not be permitted to elect out of withholding. If you are a U.S. person (which includes a resident alien) and you request a payment to be made to a non-U.S. address, we are required to withhold income tax.

In addition, certain distributions from qualified plans, which are not directly rolled over or transferred to another eligible qualified plan, are subject to a mandatory 20% withholding for federal income tax. The 20% withholding requirement does not apply to: (1) distributions for the life or life expectancy of the Participant, or joint and last survivor expectancy of the Participant and a designated Beneficiary; (2) distributions for a specified period of 10 years or more; (3) distributions required as minimum distributions; (4) hardship distributions; or (5) qualified birth or adoption distributions; and, effective for distributions made after December 31, 2023, (6) emergency personal expense distributions; or (7) eligible distributions to a domestic abuse victim. Amounts that are received under a Contract used in connection with a non-governmental Section 457 Plan are treated as wages for federal income tax purposes and are, thus, subject to general withholding requirements.

CARES Act Impacts

In 2020, Congress passed the Coronavirus Aid, Relief and Economic Security (CARES) Act. This law includes provisions that impact Individual Retirement Annuities (IRAs), Roth IRAs and employer sponsored qualified retirement plans including a 2020 Required Minimum Distribution waiver, plan loan relief and special rules that applied to coronavirus related distributions. While most provisions applied only to 2020, certain items impact future years as well.

Repayments of Coronavirus Related Distributions: Relief was provided for “coronavirus-related distributions” (as defined by federal tax law) from qualified plans and IRAs made at any time on or after January 1, 2020 and before December 31, 2020. Coronavirus related distributions are permitted to be recontributed to a plan or IRA within three years. The recontribution is generally treated as a direct trustee-to-trustee transfer within 60 days of the distribution. Please note that recontributions to certain plans or IRAs may not be allowed based on plan or contract restrictions.

The distribution must have come from an “eligible retirement plan” within the meaning of Code section 402(c)(8)(B), i.e., an IRA, 401(a) plan, 403(a) plan, 403(b) plan, or governmental 457(b) plan. The relief was limited to aggregate distributions of $100,000.

Taxes on Prudential

We will pay company income taxes on the taxable corporate earnings created by this annuity contract. While we may consider company income taxes when pricing our products, we do not currently include such income taxes in the tax charges you pay under the annuity contract. We will periodically review the issue of charging for these taxes, and we may charge for these taxes in the future. We reserve the right to impose a charge for taxes if we determine, in our sole discretion, that we will incur a tax as a result of the administration of the Contract, including any tax imposed with respect to the operation of the Discovery Account or General Account.

In calculating our corporate income tax liability, we may derive certain corporate income tax benefits associated with the investment of company assets, including Subaccount assets, which are treated as company assets under applicable income tax law. These benefits reduce our overall corporate income tax liability. Under current law, such benefits include foreign tax credits and corporate dividend received deductions. We do not pass these tax benefits through to Participants because (i) the Participants are not the owners of the assets generating these benefits under applicable income tax law and (ii) we do not currently include company income taxes in the tax charges paid under the contract. We reserve the right to change these tax practices.

Additional Considerations

Reporting and Withholding for Escheated Amounts

Internal Revenue Service Rulings 2018-17 and 2020-24 provide that an amount transferred from an IRA or 401(a) qualified retirement plan to a state’s unclaimed property fund is subject to federal income tax withholding at the time of transfer. The amount transferred is also subject to federal reporting. Consistent with these Rulings, we will withhold federal and state income taxes and report for the applicable Participant or Beneficiary as required by law when amounts are transferred to a state’s unclaimed property fund.

Civil Unions and Domestic Partnerships

U.S. Treasury Department regulations provide that for federal tax purposes, the term “spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship that is not denominated as a marriage under the laws of the state where the relationship was entered into, regardless of domicile. As a result, if a Beneficiary of a deceased Owner and the Owner were parties to such a relationship, the Beneficiary will be required by federal law to take distributions from the Contract in the manner applicable to non-spouse Beneficiaries and will not be able to continue to Contract.

Please consult with your tax or legal adviser with regard to spousal rights under the Contract for domestic partner or civil union partner.

EFFECTING AN ANNUITY

Subject to the restrictions on withdrawals from tax deferred annuities subject to Section 403(b) of the Code, and subject to the provisions of the retirement arrangement that covers him or her, a Participant may elect at any time to have all or a part of his/her interest in the Participant Account used to purchase a fixed dollar annuity under the Contracts. The Contracts do not provide for annuities that vary with the investment results of any Subaccount. Withdrawals from the Participant Account that are used to purchase a fixed dollar annuity under the Contracts become part of Prudential’s General Account, which supports insurance and annuity obligations.

In electing to have an annuity purchased, the Participant may select from the forms of annuity described below, unless the retirement arrangement covering the Participant provides otherwise. The annuity is purchased on the first day of the month following receipt by Prudential of proper written notice on a form approved by Prudential that the Participant has elected to have an annuity purchased, or on the first day of any subsequent month that the Participant designates.

Prudential generally will make the first monthly annuity payment within one month of the date on which the annuity is purchased.

For contracts held in connection with certain types of retirement arrangements, please note that if a Participant is married at the time payments commence, the Participant may be required by federal law to choose an income option that provides at least a 50% joint and survivor annuity to the Participant’s spouse, unless the Participant’s spouse waives that right. Similarly, if the Participant is married at the time of the Participant’s death, federal law may require all or a portion of the death benefit to be paid to the Participant’s spouse, even if the Participant designated someone else as the Participant’s Beneficiary. For more information, consult the terms of your retirement arrangement. A “qualified joint and survivor annuity” is an annuity for the Participant’s lifetime with at least 50% of the amount payable to the Participant continued after the Participant’s death to his/her spouse, if then living.

Once annuity payments begin, the Annuitant cannot surrender his/her annuity benefit and receive a lump sum payment.

We make the following forms of annuity available to Participants.

Life Annuity with Payments Certain

This is an immediate annuity payable monthly during the lifetime of the Annuitant. Prudential guarantees that if, at the death of the Annuitant, payments have been made for less than the period certain (which may be 60, 120, 180, or 240 months, as selected by the Annuitant), they will be continued during the remainder of the selected period to his/her Beneficiary.

Annuity Certain

This is an immediate annuity payable monthly for a period certain which may be 60, 120, 180, or 240 months, as selected by the Annuitant. If the Annuitant dies during the period certain, we will continue payments in the same amount the Annuitant was receiving to his/her Beneficiary. We make no further payments after the end of the period certain.

Joint and Survivor Annuity with Payments Certain

This is an immediate annuity payable monthly during the lifetime of the Annuitant with payments continued after his/her death to the contingent annuitant, if surviving, for the latter’s lifetime. Until the selected number of payments certain have been paid, payments made to the contingent annuitant after the Annuitant’s death are the same as those the Annuitant was receiving. After the selected number of period certain payments have been made, the payments continued to the contingent annuitant will be a percentage of the monthly amount paid to the Annuitant such as 33 1∕2%, 50%, 66 2∕3%, or 100% as selected by the Annuitant. The amounts of each payment made to the Annuitant will be lower as the percentage he/she selects to be paid to the contingent annuitant is higher. If both the Annuitant and the contingent annuitant die during the period certain (which may be 60, 120, 180, or 240 months, as selected by the Annuitant), we will continue payments during the remainder of the period certain to the properly designated Beneficiary.

We may make other forms of annuity available under the Contracts. The retirement arrangement under which the Participant is covered may restrict the forms of annuity that a Participant may elect.

If the dollar amount of the first monthly annuity payment is less than the minimum amount specified in the Contract, or if the Beneficiary is other than a natural person receiving payments in his/her own right, Prudential may elect to pay the commuted value of the unpaid payments certain in one sum.

Purchasing the Contract

If, as a result of a withdrawal to purchase an annuity, the Participant Account has been reduced to zero, Prudential deducts the full annual account charge, unless the annuity becomes effective on January 1 of any year. Prudential applies the resulting amount, less any applicable taxes, to the appropriate annuity purchase rate determined in accordance with the schedule in the Contract at the time the annuity is purchased. However, Prudential may determine monthly payments from schedules of annuity purchase rates providing for larger payments than the rates shown in the Contract.

Prudential guarantees the schedule of annuity purchase rates in a Contract for 10 years from the date the Contract is issued. If at any time after a Contract has been in effect for 10 years, we modify the schedule of annuity purchase rates, the modification is also guaranteed for 10 years. A change in the schedule of annuity purchase rates used for an annuity certain with 180 payments or less, as described above, will apply only to amounts added to a Participant Account after the date of change. A change in any other schedule will apply to all amounts in a Participant Account.

Spousal Consent Rules for Certain Retirement Plans

Spousal consent rules may apply to retirement plans intended to satisfy Section 401(a) of the Code and plans subject to ERISA.

If you are married at the time your payments commence, you may be required by federal law to choose an income option that provides survivor annuity income to your spouse, unless your spouse waives that right. Similarly, if you are married at the time of your death, federal law may require all or a portion of the death benefit to be paid to your spouse, even if you designated someone else as your Beneficiary. A brief explanation of the applicable rules follows. For more information, consult the terms of your retirement arrangement.

Defined Benefit Plans and Money Purchase Pension Plans - If you are married at the time your payments commence, federal law requires that benefits be paid to you in the form of a “qualified joint and survivor annuity” (“QJSA”), unless you and your spouse waive that right, in writing. Generally, this means that you will receive a reduced payment during your life and, upon your death, your spouse will receive at least one-half of what you were receiving for life. You may elect to receive another income option if your spouse consents to the election and waives his/her right to receive the QJSA. If your spouse consents to the alternative form of payment, your spouse may not receive any benefits from the plan upon your death.

Federal law also requires that the plan pay a death benefit to your spouse if you are married and die before you begin receiving your benefit. This benefit must be available in the form of an annuity for your spouse’s lifetime and is called a “qualified pre-retirement survivor annuity” (“QPSA”). If the plan pays death benefits to other Beneficiaries, you may elect to have a Beneficiary other than your spouse receive the death benefit, but only if your spouse consents to the election and waives his/her right to receive the QPSA. If your spouse consents to the alternate Beneficiary, your spouse will receive no benefits from the plan upon your death. Any QPSA waiver prior to your attaining age 35 will become null and void on the first day of the calendar year in which you attain age 35, if still employed.

Defined Contribution Plans (including 401(k) Plans and ERISA 403(b) Annuities) - Spousal consent to a distribution is generally not required. Upon your death, your spouse will receive the entire death benefit, even if you designated someone else as your Beneficiary, unless your spouse consents in writing to waive this right. Also, if you are married and elect an annuity as a periodic income option, federal law requires that you receive a QJSA (as described above), unless you and your spouse consent to waive this right.

IRAs, non-ERISA 403(b) Annuities, and 457 Plans - Spousal consent to a distribution is not required. Upon your death, any death benefit will be paid to your designated Beneficiary.

OTHER INFORMATION

Sale of the Contract and Sales Commissions

Effective May 1, 2023, Empower Financial Services, Inc. (“EFSI”) is the distributor and principal underwriter of the securities offered through this prospectus. EFSI was organized in 1984 under Delaware law, is registered as a broker and dealer under the Securities Exchange Act of 1934, and is a member of the Financial Industry Regulatory Authority (“FINRA”). EFSI’s principal business address is 8515 East Orchard Road, Greenwood Village, Colorado 80111.

EFSI may enter into distribution agreements with broker-dealers who are registered under the Exchange Act and with entities that may offer the Contact but are exempt from registration (firms). Applications for the Contract may be solicited by registered representatives of those firms. Such representatives will also be our appointed insurance agents under state insurance law. In addition, EFSI may offer the Contract directly to potential purchasers.

Prior to May 1, 2023, Prudential Investment Management Services LLC (“PIMS”), an indirect, wholly-owned subsidiary of Prudential Financial, Inc., was the distributor and principal underwriter of the securities offered through this prospectus. PIMS was organized in 1996 under Delaware law, is registered as a broker and dealer under the Securities Exchange Act of 1934, and is a member of FINRA. PIMS’ principal business address is 655 Broad Street, 19th Floor, Newark, NJ 07102.

During 2023, 2022, and 2021, $111,986, $379,535, and $469,929, respectively, was paid to PIMS for its services as principal underwriter. PIMS retained none of the commissions. During 2023, $239,155 was paid to EFSI for its services as principal underwriter.

We pay the broker-dealer whose registered representatives sell the Contract either:

•a commission of up to 3.0% of your Purchase Payments; or

•a combination of a commission on Purchase Payments and a “trail” commission-which is a commission determined as a percentage of your Account value that is paid periodically over the life of your Contract.

The individual registered representatives would receive a portion of the compensation, depending on the practice of his/ her firm.

We may also provide compensation to the firm for providing ongoing service in relation to the Contract. Commissions and other compensation paid in relation to the Contract do not result in any additional charge to you or to the Discovery Account not described in this prospectus. In addition, in an effort to promote the sale of our products (which may include the placement of Prudential, affiliates of Prudential and/or the Contract on a preferred or recommended company or product list and/or access to the firm’s registered representatives), we or our affiliates, may enter into compensation arrangements with certain broker-dealer firms with respect to certain or all registered representatives of such firms under which such firms may receive separate compensation or reimbursement for, among other things, training of sales personnel and/or marketing and/or administrative services and/or other services they provide to us or our affiliates. These services may include, but are not limited to: educating customers of the firm on the Contract’s features; conducting due diligence or analysis; providing office access, operations and systems support; holding seminars intended to educate registered representatives and make them more knowledgeable about the Contract; providing a dedicated marketing coordinator; providing priority sales desk support; and providing expedited marketing compliance approval to EFSI.

To the extent permitted by FINRA rules and other applicable laws and regulations, EFSI may pay or allow other promotional incentives or payments in the form of cash or non-cash compensation. These arrangements may not be offered to all firms, and the terms of such arrangements may differ between firms. You should note that firms and individual registered representatives and branch managers within some firms participating in one of these compensation arrangements might receive greater compensation for selling the Contract than for selling a different group annuity contract that is not eligible for these compensation arrangements. While compensation is generally taken into account as an expense in considering the charges applicable to an annuity product, any such compensation will be paid by us or EFSI, and will not result in any additional charge to you not described in this prospectus. Overall compensation paid to firms does not exceed, based on actuarial assumptions, 8% of the total Purchase Payments made. Your registered representative can provide you with more information about the compensation arrangements that apply upon the sale of the Contract.

In addition, we or our affiliates may provide such compensation, payments and/or incentives to firms arising out of the marketing, sale and/or servicing of variable annuities or life insurance offered by other Prudential business units.

Voting Rights

As stated above, all of the assets held in the Subaccounts of the Discovery Account are invested in shares of the corresponding portfolios. Prudential is the legal owner of those shares. As such, Prudential has the right to vote on any matter voted on at any shareholders meetings of the portfolios. However, as required by law, Prudential votes the shares of the portfolios at any regular and special shareholders meetings the portfolios are required to hold in accordance with voting instructions received from investors. For purposes of voting rights, the investor is the plan with respect to plans qualified under Internal Revenue Code Sections 401 or 457. The investor is the Participant with respect to those participating in a plan within the meaning of Internal Revenue Code Section 403(b) and with respect to any IRA or other individual contract.

The Funds may not hold annual shareholders meetings when not required to do so under the laws of the state of their incorporation or the Investment Company Act of 1940. Fund shares for which no timely instructions from investors are received, and any shares owned directly or indirectly by Prudential, are voted in the same proportion as shares in the respective portfolios for which instructions are received. This voting procedure is sometimes referred to as “mirror voting” because, as indicated in the immediately preceding sentence, we mirror the votes that are actually cast, rather than decide on our own how to vote. In addition, because all the shares of a given mutual fund held within the Discovery Account are legally owned by us, we intend to vote all of such shares when that underlying portfolio seeks a vote of its shareholders. As such, all such shares will be counted towards whether there is a quorum at the underlying portfolio’s shareholder meeting and towards the ultimate outcome of the vote. Thus, under “mirror voting,” it is possible that the votes of a small percentage of investors who actually vote will determine the ultimate outcome. Should the applicable federal securities laws or regulations, or their current interpretation, change so as to permit Prudential to vote shares of the portfolios in its own right, it may elect to do so.

Generally, investors may give voting instructions on matters that would be changes in fundamental policies and any matter requiring a vote of the shareholders of the portfolios. With respect to approval of the investment advisory agreement or any change in a portfolio’s fundamental investment policy, investors participating in such portfolios will vote separately on the matter, as required by applicable securities laws.

The number of portfolio shares for which an investor may give instructions is determined by dividing the portion of the value of the Account derived from participation in a Subaccount, by the value of one share in the corresponding portfolio of the applicable Fund. The number of votes for which the investor may give us instructions is determined as of the record date chosen by the Board of the applicable Fund. We furnish the investor with proper forms and proxies to enable the investor to give these instructions. We reserve the right to modify the manner in which the weight to be given to voting instructions is calculated where such a change is necessary to comply with current federal regulations or interpretations of those regulations.

Prudential may, if required by state insurance regulations, disregard voting instructions if such instructions would require shares to be voted so as to cause a change in the sub-classification or investment objectives of one or more of the Funds’ portfolios, or to approve or disapprove an investment advisory contract for a portfolio. If we do disregard voting instructions, we will advise you of that action and our reasons for such action in the next annual or semi-annual report.

Substitution of Fund Shares

We may substitute one or more of the underlying portfolios held by the Subaccounts. We would not do this without the approval of the Securities and Exchange Commission (SEC) and any necessary state insurance departments. Moreover, any such substituted fund will have substantially similar investment objectives to the underlying portfolio held by the Subaccount being replaced. Contractholders and Participants will be given specific notice in advance of any substitution we intend to make. For Contracts funding plans subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, no substitution will be made without the consent of the plan fiduciary.

Reports to Participants

Prudential will send Participants, at least annually, reports showing as of a specified date the amounts credited to them in the Subaccounts of the Discovery Account. We will also send Participants in certain plans annual and semi-annual reports for the applicable portfolios.

State Regulation

Prudential is subject to regulation by the New Jersey Department of Banking and Insurance (the “Department”) as well as by the insurance departments of all the other states and jurisdictions in which it does business. Prudential must file an annual statement in a form promulgated by the National Association of Insurance Commissioners. This annual statement is reviewed and analyzed by the Department, which makes an independent computation of Prudential’s legal reserve liabilities and statutory apportionments under its outstanding contracts. New Jersey law requires a quinquennial examination of Prudential to be made. Examination involves an extensive audit including, but not limited to, an inventory check of assets and sampling techniques to check the performance by Prudential of its contracts. This regulation does not involve any supervision or control over the investment policies of the Subaccounts or over the selection of investments for them, except for verification of the compliance of Prudential’s investment portfolio with any applicable provisions of New Jersey law.

The laws of New Jersey also contain special provisions which relate to the issuance and regulation of contracts on a variable basis. These laws set forth a number of mandatory provisions which must be included in contracts on a variable basis and prohibit such contracts from containing other specified provisions. The Department may initially disapprove or subsequently withdraw approval of any contract if it contains provisions which are “unjust, unfair, inequitable, ambiguous, misleading, likely to result in misrepresentation or contrary to law.” New Jersey also can withhold or withdraw approval if sales are solicited by communications which involve misleading or inadequate descriptions of the provisions of the contract.

In addition to the annual statement referred to above, Prudential is required to file with New Jersey and other states a separate statement with respect to the operations of all its variable contracts accounts, in a form promulgated by the National Association of Insurance Commissioners.

Legal Proceedings

Prudential is subject to legal and regulatory actions in the ordinary course of our business. Pending legal and regulatory actions include proceedings specific to Prudential and proceedings generally applicable to business practices in the industry in which we operate. Prudential may be subject to class action lawsuits and other litigation involving a variety of issues and allegations involving sales practices, claims payments and procedures, premium charges, policy servicing and breach of fiduciary duty to customers. Prudential may also be subject to litigation arising out of its general business activities, such as its investments, contracts, leases and labor and employment relationships, including claims of discrimination and harassment, and could be exposed to claims or litigation concerning certain business or process patents. In addition, Prudential, along with other participants in the businesses in which it engages, may be subject from time to time to investigations, examinations and inquiries, in some cases industry-wide, concerning issues or matters upon which such regulators have determined to focus.

Prudential’s litigation and regulatory matters are subject to many uncertainties, and given their complexity and scope, their outcome cannot be predicted. In some of Prudential's pending legal and regulatory actions, parties are seeking large and/ or indeterminate amounts, including punitive or exemplary damages. It is possible that Prudential’s results of operations or cash flow in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation and regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of Prudential’s litigation and regulatory matters, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on Prudential’s financial position.

Management believes, however, that, based on information currently known to it, the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on: the Discovery Account; the ability of EFSI to perform its contract with the Discovery Account; or Prudential’s ability to meet its obligations under the Contracts.

Assignment

Unless contrary to applicable law, the right to any payment under the Contract is neither assignable nor subject to the claim of any creditor.

Financial Statements

The financial statements of Prudential and the Account are included in the SAI. For a free copy of the SAI, contact the Empower Care Center by calling 855-756-4738, or writing to Empower, 8515 East Orchard Road, Greenwood Village, CO 80111.

Additional Information

Prudential has filed a registration statement with the SEC under the Securities Act of 1933, relating to the offering described in this prospectus. This prospectus does not include all of the information set forth in the registration statement. Certain portions have been omitted pursuant to the rules and regulations of the SEC. You may obtain the omitted information, however, from the SEC’s principal office in Washington, D.C., upon payment of a prescribed fee. The SAI is available from Prudential without charge. The addresses and telephone numbers are set forth on the cover page of this prospectus.

How to Contact Us

You can contact the Empower Care Center by:

•calling 855-756-4738 during our normal business hours, 7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, or 8:00 a.m. to 4:30 p.m. Central Time, Saturday, to speak with a customer service representative, or 24 hours per day to access our telephone automated response system.

•writing to us via regular or express mail at 8515 East Orchard Road, Greenwood Village, CO 80111. NOTE: Failure to send mail to the proper address may result in a delay in our receiving and processing your request.

•accessing information via Empower’s internet website at www.empower.com.

You can obtain account information by calling our automated response system and at www.prudential.com. Our customer service representatives are also available during business hours to provide you with information about your account. You can request certain transactions through our telephone voice response system, our internet website or through a customer service representative. You can authorize a third party, including your attorney-in-fact acting pursuant to a power of attorney, to access your account information and perform certain transactions on your account, after the necessary legal documentation has been provided. We require that you or your representative provide proper identification before performing transactions over the telephone or through our internet website.

Transactions requested via telephone are recorded. To the extent permitted by law, we will not be responsible for any claims, loss, liability or expense in connection with a transaction requested by telephone or other electronic means if we acted on such transaction instructions after following reasonable procedures to identify those persons authorized to perform transactions on your Contract using verification methods which may include a request for your Social Security number or other form of electronic identification. We may be liable for losses due to unauthorized or fraudulent instructions if we did not follow such procedures. Empower does not guarantee access to telephonic, facsimile, internet or any other electronic information or that we will be able to accept transaction instructions via such means at all times. Nor, due to circumstances beyond our control, can we provide any assurances as to the delivery of transaction instructions submitted to us by regular and/or express mail. Regular and/or express mail (if operational) will be the only means by which we will accept transaction instructions when telephonic, facsimile, internet or any other electronic means are unavailable or delayed. Empower reserves the right to limit, restrict or terminate telephonic, facsimile, internet or any other electronic transaction privileges at any time.

APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE CONTRACT

The following is a list of portfolios available under the Contracts. The portfolios available under the Contracts vary by Employer and you should check the provisions of your Employer’s plan for a list of portfolios available. More information about the portfolios is available in the prospectuses for the portfolios, which may be amended from time to time. The prospectuses for the portfolios can be requested by writing us at Empower, 8515 East Orchard Road, Greenwood Village, CO 80111. You can also request this information at no cost by calling 855-756-4738.

The current expenses and performance information below reflects fee and expenses of the portfolios, but do not reflect the other fees and expenses that your Contract may charge. Expenses would be higher and performance would be lower if these other charges were included. Each portfolio's past performance is not necessarily an indication of future performance.

INVESTMENT OBJECTIVE	PORTFOLIO NAME AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
INVESTMENT OBJECTIVE	PORTFOLIO NAME AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 year	5 years	10 years
Seeks total investment return consistent with a conservatively managed diversified portfolio.	PSF PGIM 50/50 Balanced Portfolio - Class I Adviser: PGIM Investments, LLC Subadvisers: PGIM Fixed Income, PGIM Limited, PGIM Quantitative Solutions LLC	0.57%	15.45%	8.07%	6.59%
Seeks a high level of income over a longer term while providing reasonable safety of capital.	PSF PGIM Total Return Bond Portfolio - Class I Adviser: PGIM Investments, LLC Subadvisers: PGIM Fixed Income, PGIM Limited	0.43%	7.27%	1.75%	2.77%
Seeks long-term growth of capital.	PSF PGIM Jennison Blend Portfolio - Class I Adviser: PGIM Investments, LLC Subadviser: Jennison Associates LLC	0.46%	32.52%	14.71%	10.52%
Seeks total return consistent with an aggressively managed diversified portfolio.	PSF PGIM Flexible Managed Portfolio - Class I Adviser: PGIM Investments, LLC Subadvisers: PGIM Fixed Income, PGIM Limited, PGIM Quantitative Solutions LLC	0.62%	17.93%	9.17%	7.60%

APP A-1

INVESTMENT OBJECTIVE	PORTFOLIO NAME AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
INVESTMENT OBJECTIVE	PORTFOLIO NAME AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 year	5 years	10 years
Seeks long-term growth of capital.	PSF Global Portfolio - Class I Adviser: PGIM Investments, LLC Subadvisers: LSV Asset Management; Massachusetts Financial Services Company; William Blair Investment Management, LLC; PGIM Quantitative Solutions LLC; T. Rowe Price Associates, Inc.	0.83%	19.59%	11.64%	8.28%
Seeks a high level of income over the long term consistent with the preservation of capital.	PSF PGIM Government Income Portfolio - Class I Adviser: PGIM Investments, LLC Subadviser: PGIM Fixed Income	0.52%	5.10%	0.13%	1.27%
Seeks maximum current income consistent with the stability of capital and the maintenance of liquidity.	PSF PGIM Government Money Market Portfolio - Class I Adviser: PGIM Investments, LLC Subadviser: PGIM Fixed Income	0.33%	4.87%	1.69%	1.06%
Seeks high total return.	PSF PGIM High Yield Bond Portfolio - Class I Adviser: PGIM Investments, LLC Subadvisers: PGIM Fixed Income, PGIM Limited	0.61%	11.82%	5.94%	5.17%
Seeks long-term growth of capital.	PSF PGIM Jennison Growth Portfolio - Class I Adviser: PGIM Investments, LLC Subadviser: Jennison Associates LLC	0.62%	53.51%	18.27%	14.33%
Seeks long-term growth of capital.	PSF Small-Cap Stock Index Portfolio - Class I Adviser: PGIM Investments, LLC Subadviser: PGIM Quantitative Solutions LLC	0.38%	15.74%	10.69%	8.36%
Seeks to achieve investment results that generally correspond to the performance of publicly- traded common stocks.	PSF Stock Index Portfolio - Class I Adviser: PGIM Investments, LLC Subadviser: PGIM Quantitative Solutions LLC	0.29%	25.92%	15.34%	11.73%

APP A-2

INVESTMENT OBJECTIVE	PORTFOLIO NAME AND ADVISER/SUBADVISER	CURRENT EXPENSES	AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2023)
INVESTMENT OBJECTIVE	PORTFOLIO NAME AND ADVISER/SUBADVISER	CURRENT EXPENSES	1 year	5 years	10 years
Seeks capital appreciation.	PSF PGIM Jennison Value Portfolio - Class I Adviser: PGIM Investments, LLC Subadviser: Jennison Associates LLC	0.42%	15.20%	12.10%	7.71%
Seeks long-term growth of capital.	AB VPS Small Cap Growth Portfolio - Class A* Adviser: AllianceBernstein L.P.	0.90%	18.02%	10.57%	8.53%
Seeks long-term growth of capital.	Invesco V.I. Core Equity Fund - Series I Adviser: Invesco Advisers, Inc.	0.80%	23.36%	12.95%	7.79%
Seeks long-term growth of capital.	Janus Henderson Overseas Portfolio – Institutional Adviser: Janus Henderson Investors US LLC	0.89%	10.87%	11.20%	3.63%
Seeks long-term growth of capital.	Janus Henderson Research Portfolio – Institutional Adviser: Janus Henderson Investors US LLC	0.57%	43.17%	16.83%	12.49%
Seeks capital appreciation.	MFS VIT Growth Series – Initial* Adviser: Massachusetts Financial Services Company	0.73%	35.86%	15.89%	12.97%
Seeks capital appreciation.	MFS VIT Research Series – Initial* Adviser: Massachusetts Financial Services Company	0.79%	22.42%	14.41%	10.82%
Seeks a high level of dividend income and long- term capital growth primarily through investments in stocks.	T. Rowe Price Equity Income Portfolio Adviser: T. Rowe Price Associates, Inc.	0.74%	9.54%	11.20%	7.84%
Seeks long-term growth of capital through investments primarily in the common stocks of established, non- U.S companies.	T. Rowe Price International Stock Portfolio Adviser: T. Rowe Price Associates, Inc.	0.95%	16.24%	7.71%	4.75%

This portfolio is subject to an expense reimbursement or fee waiver arrangement. As a result, this portfolio’s annual expenses reflect temporary expense reductions. See the portfolio prospectus for additional information.

APP A-3

Empower Care Center
8515 East Orchard Road
Greenwood Village, CO 80111

Discovery Select Group Retirement Annuity is a variable annuity issued by The Prudential Insurance Company of America, Newark, NJ.

This prospectus describes the important features of the Contract and provides information about The Prudential Insurance Company of America (“Prudential,” the “Company,” “we,” “our,” or “us”) and the Prudential Discovery Select Group Variable Contract Account (the “Separate Account”). We have filed with the Securities and Exchange Commission (“SEC”) a Statement of Additional Information (“SAI”) that includes additional information about the Contract, Prudential and the Separate Account. The SAI is incorporated by reference into this prospectus. The SAI is available from us, without charge, upon request. To request a copy of the SAI, to ask about your Contract, or to make other investor inquiries, please call 855-756-4738. We file periodic reports and other information about the Contract and the Separate Account as required under the federal securities laws. Those reports and other information about us are available on the SEC's website at http://www.sec.gov, and copies of reports and other information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

© 2024 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, and the Rock symbol are service marks of Prudential Financial, Inc., and its related entities, registered in many jurisdictions worldwide, used under license.

DS.PU.003

EDGAR CONTRACT IDENTIFIER: C000003363

Ed. 05/2024

Prudential Discovery Select Group Variable Contract Account (the “Account”) was established under the laws of the State of New Jersey on February 11, 1997 as a separate investment account of The Prudential Insurance Company of America (“Prudential”), which is a wholly-owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”). Under applicable insurance law, the assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of Prudential. Proceeds from purchases of Discovery Select Group Retirement Annuity (the “contracts” or “products”) are invested in the Account. The portion of the Account’s assets applicable to the contracts is not chargeable with liabilities arising out of any other business Prudential may conduct.

The Account is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended, as a unit investment trust. The Account is used in connection with contracts sold to retirement plans that qualify for federal tax benefits under Sections 401, 403(b), 403(c), 408 or 457 of the Internal Revenue Code of 1986, as amended, and to non-qualified deferred compensation plans and non-qualified annuity arrangements. The contracts are group annuity contracts and generally are issued to employers (individually, a “contractholder” and collectively, the “contractholders”) who make contributions under them on behalf of their employees. A person for whom contributions have been made and to whom contributions remain credited under a contract is a “participant”.

The contracts offer the option to invest in various subaccounts listed below, each of which invests in a corresponding portfolio of either The Prudential Series Fund or one of the non-Prudential administered funds (collectively, the “Portfolios”). Investment options vary by contract.

The Portfolios are open-end management investment companies, and each portfolio of The Prudential Series Fund is managed by PGIM Investments LLC (“PGIM Investments”), which is an affiliate of Prudential. Each subaccount of the Account indirectly bears exposure to risks which may be interrelated and include but are not limited to the market, credit and liquidity risks of the portfolio in which it invests. These financial statements should be read in conjunction with the financial statements and footnotes of the Portfolios. Additional information on these Portfolios is available upon request to the appropriate companies.

Sales of the products which invest in the Account have been discontinued. However, new plan participants may still be added and existing plan participants may continue to make contributions, subject to the rules of the products.

On April 1, 2022, Prudential Financial completed the sale of its Full Service Retirement business to Great-West Life & Annuity Insurance Company, renamed to Empower Annuity Insurance Company of America (“Empower”) by ceding of certain insurance policies through reinsurance which includes the Account and contracts. The reinsurance agreement does not extinguish Prudential Financial’s obligations to the contractholders, and Prudential Financial continues to be responsible for all contract terms and conditions of the contracts. On April 1, 2022, in connection with the reinsurance agreement, Prudential and Empower also entered into an Administrative Services Agreement whereby Empower administers and services the contracts.

The Account is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services-Investment Companies, which is part of the generally accepted accounting principles in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and the reported amounts of increases and decreases in net assets resulting from operations during the reporting period. Actual results could differ from those estimates. The most significant estimates relate to the valuation of investments in the Portfolios. Subsequent events have been evaluated through the date these financial statements were issued, and no adjustment or disclosure is required in the financial statements.

Investments - The investments in shares of the Portfolios are stated at the reported net asset value per share of the respective Portfolios, which is based on the fair value of the underlying securities in the respective Portfolios. All changes in fair value are recorded as net change in unrealized appreciation (depreciation) on investments in the Statements of Operations of the applicable subaccounts.

Security Transactions - Purchase and sale transactions are recorded as of the trade date of the security being purchased or sold. Realized gains and losses on security transactions are determined based upon the specific identification method.

Dividend Income and Distributions Received - Dividend and capital gain distributions received are reinvested in additional shares of the Portfolios and are recorded on the ex-distribution date.

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative fair value guidance establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Account can access.

Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the investment, either directly or indirectly, for substantially the full term of the investment through corroboration with observable market data. Level 2 inputs include the reported net asset value per share of the underlying portfolio, quoted market prices in active markets for similar investments, quoted market prices in markets that are not active for identical or similar investments, and other market observable inputs.

Level 3 - Fair value is based on at least one significant unobservable input for the investment, which may require significant judgment or estimation in determining the fair value.

As of December 31, 2023, management determined that the fair value inputs for all of the Account’s investments, which consist solely of investments in open-end mutual funds registered with the SEC, were considered Level 2.

Prudential is taxed as a “life insurance company” as defined by the Internal Revenue Code. The results of operations of the Account form a part of Prudential Financial’s consolidated federal tax return. No federal, state or local income taxes are payable by the Account. As such, no provision for tax liability has been recorded in these financial statements. Prudential management will review periodically the status of the policy in the event of changes in the tax law.

The aggregate costs of purchases and proceeds from sales, excluding distributions received and reinvested, of investments in the Portfolios for the period ended December 31, 2023, were as shown below.

The Account has extensive transactions and relationships with Prudential and other affiliates. Due to these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. Prudential Financial and its affiliates perform various services on behalf of the portfolios of The Prudential Series Fund in which the Account invests and may receive fees for the services performed. These services include, among other things, investment management, subadvisory, shareholder communications, postage, transfer agency and various other record keeping, administrative and customer service functions.

The Prudential Series Fund has entered into a management agreement with PGIM Investments, an indirect, wholly-owned subsidiary of Prudential Financial. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadvisers’ performance of such services with respect to each portfolio of The Prudential Series Fund. PGIM Investments has entered into subadvisory agreements with several subadvisers, including PGIM, Inc., PGIM Limited, Jennison Associates LLC, and PGIM Quantitative Solutions LLC, each of which are indirect, wholly-owned subsidiaries of Prudential Financial.

The Prudential Series Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), an indirect, wholly-owned subsidiary of Prudential Financial, which acts as the distributor of the Class I and Class II shares of the portfolios of The Prudential Series Fund. No distribution or service (12b-1) fees are paid to PIMS as distributor of the Class I shares of the portfolios of The Prudential Series Fund, which is the class of shares owned by the Account.

Prudential Mutual Fund Services LLC, an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential Financial, serves as the transfer agent of each portfolio of The Prudential Series Fund.

Certain charges and fees of the portfolios of The Prudential Series Fund may be waived and/or reimbursed by Prudential and its affiliates. Prudential and its affiliates reserve the right to discontinue these waivers/reimbursements at its discretion, subject to the contractual obligations of Prudential and its affiliates.

See The Prudential Series Fund financial statements for further discussion of such expense and waiver/ reimbursement arrangements. The Account indirectly bears the expenses of the underlying portfolios of The Prudential Series Fund in which it invests, including the related party expenses disclosed above.

The contracts have unique combinations of features and fees that are charged against the assets in each subaccount. Differences in the fee structure result in a variety of unit values, expense ratios and total returns.

In the table below, the units, the net assets, the investment income ratio, and the ranges of lowest to highest unit values, expense ratios, and total returns are presented for the products offered by Prudential and funded through the Account. Only contract designs within the Account that had contractholder units outstanding during the respective periods were considered when determining the ranges, which exclude Prudential’s position in the Account. The summary may not reflect the minimum and maximum contract charges as contractholders may not have selected all available options offered by Prudential.

The following represents the various charges and expenses of the Account which are paid to Prudential.

Prudential assesses a daily charge for administrative expenses, based on a percentage of net assets of each subaccount of the Account, as agreed upon under each respective contract. Additionally, there is a 0.15% daily charge assessed for the assumption of mortality and expense risk, which is also based on net assets of each subaccount. While a total maximum administrative fee and mortality and expense risk charge of 1% could be charged under the contracts, the total rates currently charged by Prudential for these expenses range between 0.85% to 1%, which is assessed through a reduction in unit values.

An additional administrative charge of up to $32, the annual account charge, is paid to Prudential on or about the last day of each calendar year and at the time of a full withdrawal. The annual account charge will be prorated for new participants on a monthly basis for their first year of participation. Generally, the charge will first be made against the participant account value under the guaranteed interest account (if available). If the participant is not invested in the guaranteed interest account, or if the participant does not have enough money in such an option to pay the charge, the charge will then be made against any one or more of the subaccounts in which the participant is invested.

Certain contracts provide for a withdrawal charge, imposed upon the withdrawal of certain purchase payments to compensate Prudential for sales and other marketing expenses. The maximum withdrawal charge is 5% on contributions withdrawn during the first year of participation. The withdrawal charge declines by 1% in each subsequent year until it is 0% after the fifth year. No withdrawal charge is imposed upon contributions withdrawn for any reason after five years of participation in a program. In addition, no withdrawal charge is imposed upon contributions withdrawn to purchase an annuity under a contract, to provide a death benefit, pursuant to a systematic withdrawal plan, to implement and rebalance a model asset allocation through an asset allocation program provided by Prudential, to provide a minimum distribution payment on contributions received from a rollover, or in cases of financial hardship or disability retirement as determined pursuant to provisions of the employer’s retirement arrangement. Further, for all plans other than individual retirement accounts, no withdrawal charge is imposed upon contributions withdrawn due to resignation or retirement by the participant or termination of the participant by the contractholder. This charge is assessed through the redemption of units. Prudential has waived withdrawal charges effective October 1, 2009.

Prudential charges a loan application fee of up to $75, which is deducted from the participant account at the time the loan is initiated. Prudential also charges up to $60 per year as a loan maintenance fee for record keeping and other administrative services provided in connection with the loan. This charge is guaranteed not to increase during the term of any loan. The annualized loan maintenance charge will be prorated based on the number of full months that the loan is outstanding and is generally deducted quarterly.

Accumulation units are the basic valuation units used to calculate a contractholder’s interest allocated to the variable account before the annuitization date.

Contractholder net payments represent contractholder contributions, net of applicable deductions, charges, and state premium taxes, including transfers from the general account as a remittance of remediation credits to contractholders.

Participant loans represent amounts borrowed by contractholders using the contract as the security for the loan.

Participant loan repayments and interest represent payments made by contractholders to reduce the total outstanding participant loan principal plus accrued interest.

Surrenders, withdrawals and death benefits are payments to contractholders and beneficiaries made under the terms of the contracts, including amounts that contractholders have requested to be withdrawn or paid to them. In addition, the balance includes timing related adjustments on contractholder transactions, which are funded by the general account in order to maintain appropriate contractholder account balances.

Net transfers between other subaccounts or fixed rate option are amounts that contractholders have directed to be moved among subaccounts, including permitted transfers to and from the guaranteed interest account.

Other charges are contract level charges assessed through the redemption of units as described in Note 8, Charges and Expenses.

Receivable from (Payable to) The Prudential Insurance Company of America represents the amount Prudential may owe to or expect to receive from the Account primarily related to processing contractholder payments, surrenders, withdrawals and death benefits, and/or fees. This amount is reflected in the Account’s Statements of Net Assets as either a receivable from or (payable to) Prudential. The receivable/(payable) has no effect on the contractholder’s account or the related unit value.

To the Board of Directors of The Prudential Insurance Company of America and the Contractholders of Prudential Discovery Select Group Variable Contract Account

We have audited the accompanying statements of net assets of each of the subaccounts of Prudential Discovery Select Group Variable Contract Account indicated in the table below as of December 31, 2023, the related statements of operations for the year then ended, and the statements of changes in net assets for each of the two years in the year ended December 31, 2023, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the subaccounts of Prudential Discovery Select Group Variable Contract Account as of December 31, 2023, the results of each of their operations for the year then ended, and the changes in each of their net assets for each of the two years in the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of The Prudential Insurance Company of America management. Our responsibility is to express an opinion on the financial statements of each of the subaccounts of Prudential Discovery Select Group Variable Contract Account based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to each of the subaccounts of Prudential Discovery Select Group Variable Contract Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023, by correspondence with the transfer agents of the investee mutual funds. We believe that our audits provide a reasonable basis for our opinions.

We have served as the auditor of one or more of the subaccounts of Prudential Discovery Select Group Variable Contract Account since 1997.

	immediately upon filing pursuant to paragraph (b) of Rule 485
x	on May 1, 2024 pursuant to paragraph (b) of Rule 485
	60 days after filing pursuant to paragraph (a) of Rule 485
	on May 1, 2024 pursuant to paragraph (a) of Rule 485

GENERAL INFORMATION ABOUT PRUDENTIAL AND PRUDENTIAL DISCOVERY SELECT GROUP VARIABLE CONTRACT ACCOUNT	3
ADMINISTRATION	3
GUARANTEED INTEREST ACCOUNT	3
PRINCIPAL UNDERWRITER	4
PAYMENTS MADE TO PROMOTE SALE OF OUR PRODUCTS	5
OTHER SERVICE PROVIDERS	6
DETERMINATION OF ACCUMULATION UNIT VALUES	6
MISSTATEMENT OF AGE OR SEX	7
CYBER SECURITY AND BUSINESS CONTINUITY RISKS	7
FEDERAL TAX STATUS	8
FINANCIAL STATEMENTS	8
FINANCIAL STATEMENTS OF PRUDENTIAL DISCOVERY SELECT GROUP VARIABLE CONTRACT ACCOUNT	A-1
STATUTORY FINANCIAL STATEMENTS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	B-3

Name of Firm(s):	Cadaret Grant & Company Inc.
	CES Insurance Agency Inc.
	LPL Financial LLC

	MWA Financial Services Inc.
	Paradigm Equities, Inc.
	Park Avenue Securities, Inc.
	Pruco Securities Corporation
	Triad Insurance, Inc.
	Wells Fargo Wealth Brokerage Insurance Agency


	SUBACCOUNTS

	PSF PGIM Government Money Market Portfolio (Class I)		PSF PGIM Total Return Bond Portfolio (Class I)			PSF PGIM Government Income Portfolio (Class I)			PSF PGIM 50/50 Balanced Portfolio (Class I)			PSF PGIM Flexible Managed Portfolio (Class I)

ASSETS
Investment in the portfolios, at fair value	$	2,915,651	$	3,891,221		$	2,222,693		$	3,956,815		$	5,234,145
Receivable from (Payable to) The Prudential Insurance Company of America		4		2			3			9			6

Net Assets	$	2,915,655	$	3,891,223		$	2,222,696		$	3,956,824		$	5,234,151


NET ASSETS, representing:
Accumulation units	$	2,915,655	$	3,891,223		$	2,222,696		$	3,956,824		$	5,234,151
Equity of The Prudential Insurance Company of America		-		-			-			-			-

	$	2,915,655	$	3,891,223		$	2,222,696		$	3,956,824		$	5,234,151


Units outstanding		225,580		142,601			109,251			114,359			138,141


Portfolio shares held		291,565		271,923			173,920			101,275			117,886
Portfolio net asset value per share	$	10.00	$	14.31		$	12.78		$	39.07		$	44.40
Investment in portfolio shares, at cost	$	2,915,651	$	2,812,573		$	1,948,781		$	1,272,987		$	1,481,727

STATEMENTS OF OPERATIONS
For the year ended December 31, 2023	SUBACCOUNTS

	PSF PGIM Government Money Market Portfolio (Class I)		PSF PGIM Total Return Bond Portfolio (Class I)			PSF PGIM Government Income Portfolio (Class I)			PSF PGIM 50/50 Balanced Portfolio (Class I)			PSF PGIM Flexible Managed Portfolio (Class I)

	1/1/2023 to 12/31/2023		1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023

INVESTMENT INCOME
Dividend income	$	132,276	$	-		$	-		$	-		$	-


EXPENSES
Charges for mortality and expense risk, and for administration		26,300		36,405			21,412			37,703			49,649


NET INVESTMENT INCOME (LOSS)		105,976		(36,405	)		(21,412	)		(37,703	)		(49,649	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received		-		-			-			-			-
Net realized gain (loss) on shares redeemed		-		43,094			4,806			201,891			303,762
Net change in unrealized appreciation (depreciation) on investments		-		219,782			103,820			353,089			528,376


NET GAIN (LOSS) ON INVESTMENTS		-		262,876			108,626			554,980			832,138


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	105,976	$	226,471		$	87,214		$	517,277		$	782,489

The Prudential Insurance Company of America	Empower Care Center
751 Broad Street	8515 East Orchard Road
Newark, NJ 07102	Greenwood Village, CO 80111
Telephone: (973) 802-6000	Telephone: 855-756-4738


	SUBACCOUNTS

	PSF PGIM High Yield Bond Portfolio (Class I)			PSF Stock Index Portfolio (Class I)			PSF PGIM Jennison Value Portfolio (Class I)			PSF PGIM Jennison Blend Portfolio (Class I)			PSF PGIM Jennison Growth Portfolio (Class I)

ASSETS
Investment in the portfolios, at fair value	$	2,251,221		$	23,201,622		$	5,743,440		$	9,495,713		$	24,424,071
Receivable from (Payable to) The Prudential Insurance Company of America		(3	)		34			4			24			26

Net Assets	$	2,251,218		$	23,201,656		$	5,743,444		$	9,495,737		$	24,424,097


NET ASSETS, representing:
Accumulation units	$	2,251,218		$	23,201,656		$	5,743,444		$	9,495,737		$	24,424,097
Equity of The Prudential Insurance Company of America		-			-			-			-			-

	$	2,251,218		$	23,201,656		$	5,743,444		$	9,495,737		$	24,424,097


Units outstanding		65,256			389,932			119,647			182,909			303,951


Portfolio shares held		340,064			200,654			113,619			97,532			172,401
Portfolio net asset value per share	$	6.62		$	115.63		$	50.55		$	97.36		$	141.67
Investment in portfolio shares, at cost	$	1,402,927		$	4,665,743		$	1,385,939		$	1,580,488		$	2,237,178

STATEMENTS OF OPERATIONS
For the year ended December 31, 2023	SUBACCOUNTS

	PSF PGIM High Yield Bond Portfolio (Class I)			PSF Stock Index Portfolio (Class I)			PSF PGIM Jennison Value Portfolio (Class I)			PSF PGIM Jennison Blend Portfolio (Class I)			PSF PGIM Jennison Growth Portfolio (Class I)

	1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023

INVESTMENT INCOME
Dividend income	$	-		$	-		$	-		$	-		$	-


EXPENSES
Charges for mortality and expense risk, and for administration		21,604			217,818			53,110			87,085			204,228

NET INVESTMENT INCOME (LOSS)		(21,604	)		(217,818	)		(53,110	)		(87,085	)		(204,228	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received		-			-			-			-			-
Net realized gain (loss) on shares redeemed		65,195			1,532,921			312,631			696,686			1,620,879
Net change in unrealized appreciation (depreciation) on investments		185,093			3,554,078			480,148			1,774,762			7,293,333


NET GAIN (LOSS) ON INVESTMENTS		250,288			5,086,999			792,779			2,471,448			8,914,212


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	228,684		$	4,869,181		$	739,669		$	2,384,363		$	8,709,984


	SUBACCOUNTS

	PSF Global Portfolio (Class I)			Invesco V.I. Core Equity Fund (Series I)			Janus Henderson VIT Research Portfolio (Institutional Shares)			Janus Henderson VIT Overseas Portfolio (Institutional Shares)		MFS® Growth Series (Initial Class)

ASSETS
Investment in the portfolios, at fair value	$	3,120,622		$	6,139,954		$	11,171,745		$	6,832,084	$	8,609,109
Receivable from (Payable to) The Prudential Insurance Company of America		11			9			7			11		(1	)

Net Assets	$	3,120,633		$	6,139,963		$	11,171,752		$	6,832,095	$	8,609,108


NET ASSETS, representing:
Accumulation units	$	3,120,633		$	6,139,963		$	11,171,752		$	6,832,095	$	8,609,108
Equity of The Prudential Insurance Company of America		-			-			-			-		-

	$	3,120,633		$	6,139,963		$	11,171,752		$	6,832,095	$	8,609,108


Units outstanding		81,053			153,308			190,789			166,662		117,400


Portfolio shares held		56,553			209,626			247,436			162,398		142,795
Portfolio net asset value per share	$	55.18		$	29.29		$	45.15		$	42.07	$	60.29
Investment in portfolio shares, at cost	$	639,315		$	4,177,902		$	3,989,797		$	2,882,847	$	2,067,634

STATEMENTS OF OPERATIONS
For the year ended December 31, 2023	SUBACCOUNTS

	PSF Global Portfolio (Class I)			Invesco V.I. Core Equity Fund (Series I)			Janus Henderson VIT Research Portfolio (Institutional Shares)			Janus Henderson VIT Overseas Portfolio (Institutional Shares)		MFS® Growth Series (Initial Class)

	1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023		1/1/2023 to 12/31/2023

INVESTMENT INCOME
Dividend income	$	-		$	42,086		$	14,860		$	104,698	$	-


EXPENSES
Charges for mortality and expense risk, and for administration		28,545			57,804			101,462			67,446		79,169

NET INVESTMENT INCOME (LOSS)		(28,545	)		(15,718	)		(86,602	)		37,252		(79,169	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received		-			135,813			-			-		613,505
Net realized gain (loss) on shares redeemed		217,062			20,769			362,091			377,530		612,537
Net change in unrealized appreciation (depreciation) on investments		317,054			1,048,134			3,349,733			239,449		1,264,859


NET GAIN (LOSS) ON INVESTMENTS		534,116			1,204,716			3,711,824			616,979		2,490,901


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	505,571		$	1,188,998		$	3,625,222		$	654,231	$	2,411,732


	SUBACCOUNTS

	MFS® Research Series (Initial Class)			T. Rowe Price Equity Income Portfolio (Equity Income Class)			T. Rowe Price International Stock Portfolio		PSF Small-Cap Stock Index Portfolio (Class I)			AB VPS Small Cap Growth Portfolio (Class A)

ASSETS
Investment in the portfolios, at fair value	$	2,288,399		$	8,914,352		$	2,707,444	$	1,781,106		$	47,636
Receivable from (Payable to) The Prudential Insurance Company of America		(1	)		(16	)		4		13			-

Net Assets	$	2,288,398		$	8,914,336		$	2,707,448	$	1,781,119		$	47,636


NET ASSETS, representing:
Accumulation units	$	2,288,398		$	8,914,336		$	2,707,448	$	1,781,119		$	-
Equity of The Prudential Insurance Company of America		-			-			-		-			47,636

	$	2,288,398		$	8,914,336		$	2,707,448	$	1,781,119		$	47,636


Units outstanding		43,216			175,829			124,826		50,909			1,000


Portfolio shares held		71,580			321,122			180,376		30,498			4,435
Portfolio net asset value per share	$	31.97		$	27.76		$	15.01	$	58.40		$	10.74
Investment in portfolio shares, at cost	$	888,355		$	5,149,695		$	1,757,116	$	472,670		$	65,887

STATEMENTS OF OPERATIONS
For the year ended December 31, 2023	SUBACCOUNTS

	MFS® Research Series (Initial Class)			T. Rowe Price Equity Income Portfolio (Equity Income Class)			T. Rowe Price International Stock Portfolio		PSF Small-Cap Stock Index Portfolio (Class I)			AB VPS Small Cap Growth Portfolio (Class A)

	1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023		1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023

INVESTMENT INCOME
Dividend income	$	11,046		$	181,290		$	25,890	$	-		$	-


EXPENSES
Charges for mortality and expense risk, and for administration		20,937			82,576			24,820		16,626			-

NET INVESTMENT INCOME (LOSS)		(9,891	)		98,714			1,070		(16,626	)		-


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received		116,742			363,326			-		-			-
Net realized gain (loss) on shares redeemed		31,944			(29,600	)		4,776		65,164			-
Net change in unrealized appreciation (depreciation) on investments		282,185			268,668			350,618		176,518			7,274


NET GAIN (LOSS) ON INVESTMENTS		430,871			602,394			355,394		241,682			7,274


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	420,980		$	701,108		$	356,464	$	225,056		$	7,274


	SUBACCOUNTS

	PSF PGIM High Yield Bond Portfolio (Class I)			PSF Stock Index Portfolio (Class I)			PSF PGIM Jennison Value Portfolio (Class I)			PSF PGIM Jennison Blend Portfolio (Class I)			PSF PGIM Jennison Growth Portfolio (Class I)

	1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023

OPERATIONS
Net investment income (loss)	$	(21,604	)	$	(217,818	)	$	(53,110	)	$	(87,085	)	$	(204,228)
Capital gains distributions received		-			-			-			-			-
Net realized gain (loss) on shares redeemed		65,195			1,532,921			312,631			696,686			1,620,879
Net change in unrealized appreciation (depreciation) on investments		185,093			3,554,078			480,148			1,774,762			7,293,333


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		228,684			4,869,181			739,669			2,384,363			8,709,984


CONTRACTHOLDER TRANSACTIONS
Contractholder net payments		63,124			348,795			152,486			117,006			324,218
Participant loans		(362	)		(59,521	)		(7,131	)		(50,383	)		(99,703)
Participant loan repayments and interest		3,172			33,144			4,161			23,158			39,859
Surrenders, withdrawals and death benefits		(315,579	)		(2,536,618	)		(393,391	)		(891,466	)		(1,629,749)
Net transfers between other subaccounts or fixed rate option		24,813			432,424			(150,624	)		13,772			(258,406)
Other charges		(608	)		(9,217	)		(1,811	)		(3,470	)		(6,174)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACTHOLDER TRANSACTIONS		(225,440	)		(1,790,993	)		(396,310	)		(791,383	)		(1,629,955)


TOTAL INCREASE (DECREASE) IN NET ASSETS		3,244			3,078,188			343,359			1,592,980			7,080,029

NET ASSETS
Beginning of year		2,247,974			20,123,468			5,400,085			7,902,757			17,344,068

End of year	$	2,251,218		$	23,201,656		$	5,743,444		$	9,495,737		$	24,424,097


Beginning units		72,235			421,815			128,434			199,770			328,283
Units issued		3,423			27,078			5,931			5,393			29,736
Units redeemed		(10,402	)		(58,961	)		(14,718	)		(22,254	)		(54,068)

Ending units		65,256			389,932			119,647			182,909			303,951


	SUBACCOUNTS

	PSF Global Portfolio (Class I)			Invesco V.I. Core Equity Fund (Series I)			Janus Henderson VIT Research Portfolio (Institutional Shares)			Janus Henderson VIT Overseas Portfolio (Institutional Shares)			MFS® Growth Series (Initial Class)

	1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023

OPERATIONS
Net investment income (loss)	$	(28,545	)	$	(15,718	)	$	(86,602	)	$	37,252		$	(79,169	)
Capital gains distributions received		-			135,813			-			-			613,505
Net realized gain (loss) on shares redeemed		217,062			20,769			362,091			377,530			612,537
Net change in unrealized appreciation (depreciation) on investments		317,054			1,048,134			3,349,733			239,449			1,264,859


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		505,571			1,188,998			3,625,222			654,231			2,411,732


CONTRACTHOLDER TRANSACTIONS
Contractholder net payments		144,518			52,545			115,668			189,350			(104,572	)
Participant loans		(15,808	)		(21,773	)		(27,684	)		(20,439	)		(17,163	)
Participant loan repayments and interest		9,873			20,114			15,711			21,642			18,454
Surrenders, withdrawals and death benefits		(377,413	)		(733,539	)		(2,016,551	)		(866,360	)		(1,366,285	)
Net transfers between other subaccounts or fixed rate option		(10,207	)		29,637			53,833			(101,475	)		(101,128	)
Other charges		(796	)		(2,520	)		(3,977	)		(2,455	)		(2,647	)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACTHOLDER TRANSACTIONS		(249,833	)		(655,536	)		(1,863,000	)		(779,737	)		(1,573,341	)


TOTAL INCREASE (DECREASE) IN NET ASSETS		255,738			533,462			1,762,222			(125,506	)		838,391

NET ASSETS
Beginning of year		2,864,895			5,606,501			9,409,530			6,957,601			7,770,717

End of year	$	3,120,633		$	6,139,963		$	11,171,752		$	6,832,095		$	8,609,108


Beginning units		88,220			171,054			227,992			186,487			142,633
Units issued		4,987			7,510			8,813			11,259			3,030
Units redeemed		(12,154	)		(25,256	)		(46,016	)		(31,084	)		(28,263	)

Ending units		81,053			153,308			190,789			166,662			117,400


	SUBACCOUNTS

	MFS® Research Series (Initial Class)			T. Rowe Price Equity Income Portfolio (Equity Income Class)			T. Rowe Price International Stock Portfolio			PSF Small-Cap Stock Index Portfolio (Class I)			AB VPS Small Cap Growth Portfolio (Class A)

	1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023			1/1/2023 to 12/31/2023

OPERATIONS
Net investment income (loss)	$	(9,891	)	$	98,714		$	1,070		$	(16,626	)	$	-
Capital gains distributions received		116,742			363,326			-			-			-
Net realized gain (loss) on shares redeemed		31,944			(29,600	)		4,776			65,164			-
Net change in unrealized appreciation (depreciation) on investments		282,185			268,668			350,618			176,518			7,274


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		420,980			701,108			356,464			225,056			7,274


CONTRACTHOLDER TRANSACTIONS
Contractholder net payments		31,088			202,342			28,902			28,926			-
Participant loans		(6,549	)		(22,028	)		(13,380	)		(8,016	)		-
Participant loan repayments and interest		1,675			13,716			12,469			7,229			-
Surrenders, withdrawals and death benefits		(207,491	)		(755,945	)		(113,886	)		(125,945	)		-
Net transfers between other subaccounts or fixed rate option		(66,480	)		(1,052,399	)		67,443			42,106			-
Other charges		(487	)		(2,434	)		(1,057	)		(1,060	)		-


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACTHOLDER TRANSACTIONS		(248,244	)		(1,616,748	)		(19,509	)		(56,760	)		-


TOTAL INCREASE (DECREASE) IN NET ASSETS		172,736			(915,640	)		336,955			168,296			7,274

NET ASSETS
Beginning of year		2,115,662			9,829,976			2,370,493			1,612,823			40,362

End of year	$	2,288,398		$	8,914,336		$	2,707,448		$	1,781,119		$	47,636


Beginning units		48,470			210,664			125,851			52,826			1,000
Units issued		1,956			7,037			15,972			6,299			-
Units redeemed		(7,210	)		(41,872	)		(16,997	)		(8,216	)		-

Ending units		43,216			175,829			124,826			50,909			1,000


	SUBACCOUNTS

	PSF PGIM Government Money Market Portfolio (Class I)			PSF PGIM Total Return Bond Portfolio (Class I)			PSF PGIM Government Income Portfolio (Class I)			PSF PGIM 50/50 Balanced Portfolio (Class I)			PSF PGIM Flexible Managed Portfolio (Class I)

	1/1/2022 to 12/31/2022			1/1/2022 to 12/31/2022			1/1/2022 to 12/31/2022			1/1/2022 to 12/31/2022			1/1/2022 to 12/31/2022

OPERATIONS
Net investment income (loss)	$	11,418		$	(40,434	)	$	(23,950	)	$	(38,479	)	$	(53,318)
Capital gains distributions received		-			-			-			-			-
Net realized gain (loss) on shares redeemed		-			132,396			31,900			141,358			463,555
Net change in unrealized appreciation (depreciation) on investments		-			(853,824	)		(399,910	)		(800,764	)		(1,362,799)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		11,418			(761,862	)		(391,960	)		(697,885	)		(952,562)


CONTRACTHOLDER TRANSACTIONS
Contractholder net payments		100,812			4,772			(4,288	)		86,499			13,237
Participant loans		(10,110	)		(9,565	)		(11,027	)		-			(12,142)
Participant loan repayments and interest		2,570			10,013			8,576			9,413			6,815
Surrenders, withdrawals and death benefits		(180,237	)		(438,182	)		(409,969	)		(311,876	)		(623,593)
Net transfers between other subaccounts or fixed rate option		(4,384	)		(75,797	)		125,303			33,320			(37,719)
Other charges		(8,198	)		(2,483	)		(1,464	)		(2,062	)		(2,508)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACTHOLDER TRANSACTIONS		(99,547	)		(511,242	)		(292,869	)		(184,706	)		(655,910)


TOTAL INCREASE (DECREASE) IN NET ASSETS		(88,129	)		(1,273,104	)		(684,829	)		(882,591	)		(1,608,472)

NET ASSETS
Beginning of year		2,786,164			5,053,906			2,816,166			4,573,173			6,471,174

End of year	$	2,698,035		$	3,780,802		$	2,131,337		$	3,690,582		$	4,862,702


Beginning units		225,118			166,315			123,299			127,854			168,513
Units issued		14,013			11,279			19,362			7,161			4,352
Units redeemed		(22,143	)		(30,256	)		(33,687	)		(12,999	)		(22,981)

Ending units		216,988			147,338			108,974			122,016			149,884


	Purchases		Sales
PSF PGIM Government Money Market Portfolio (Class I)	$	310,291	$	224,949
PSF PGIM Total Return Bond Portfolio (Class I)		303,312		455,769
PSF PGIM Government Income Portfolio (Class I)		264,557		281,825
PSF PGIM 50/50 Balanced Portfolio (Class I)		365,278		654,019
PSF PGIM Flexible Managed Portfolio (Class I)		102,275		562,968
PSF PGIM High Yield Bond Portfolio (Class I)		84,477		331,521
PSF Stock Index Portfolio (Class I)		948,196		2,957,021
PSF PGIM Jennison Value Portfolio (Class I)		177,299		626,715
PSF PGIM Jennison Blend Portfolio (Class I)		129,798		1,008,273
PSF PGIM Jennison Growth Portfolio (Class I)		1,186,291		3,020,483
PSF Global Portfolio (Class I)		143,479		421,863
Invesco V.I. Core Equity Fund (Series I)		181,863		895,208
Janus Henderson VIT Research Portfolio (Institutional Shares)		351,755		2,316,222
Janus Henderson VIT Overseas Portfolio (Institutional Shares)		297,534		1,144,717
MFS® Growth Series (Initial Class)		117,434		1,769,943
MFS® Research Series (Initial Class)		73,671		342,858
T. Rowe Price Equity Income Portfolio (Equity Income Class)		225,828		1,925,147
T. Rowe Price International Stock Portfolio		252,424		296,752
PSF Small-Cap Stock Index Portfolio (Class I)		174,381		247,775
AB VPS Small Cap Growth Portfolio (Class A)		-		-


	At the year ended									For the year ended
	Units (000s)		Unit Value Lowest — Highest					Net Assets (000s)		Investment Income Ratio*			Expense Ratio** Lowest — Highest						Total Return Ratio*** Lowest — Highest

		PSF PGIM Government Money Market Portfolio (Class I)
December 31, 2023		226	$	12.79	to	$	13.25	$	2,916		4.78	%		0.85	%	to	1.00	%		3.85	%	to	4.00	%
December 31, 2022		217	$	12.31	to	$	12.74	$	2,698		1.37	%		0.85	%	to	1.00	%		0.38	%	to	0.53	%
December 31, 2021		225	$	12.27	to	$	12.67	$	2,786		0.04	%		0.85	%	to	1.00	%		-0.94	%	to	-0.80	%
December 31, 2020		261	$	12.38	to	$	12.77	$	3,256		0.30	%		0.85	%	to	1.00	%		-0.70	%	to	-0.55	%
December 31, 2019		268	$	12.47	to	$	12.84	$	3,369		1.91	%		0.85	%	to	1.00	%		0.91	%	to	1.06	%

		PSF PGIM Total Return Bond Portfolio (Class I)
December 31, 2023		143	$	27.01	to	$	27.98	$	3,891		0.00	%		0.85	%	to	1.00	%		6.21	%	to	6.37	%
December 31, 2022		147	$	25.43	to	$	26.30	$	3,781		0.00	%		0.85	%	to	1.00	%		-15.66	%	to	-15.53	%
December 31, 2021		166	$	30.15	to	$	31.14	$	5,054		0.00	%		0.85	%	to	1.00	%		-1.74	%	to	-1.59	%
December 31, 2020		175	$	30.68	to	$	31.65	$	5,394		0.00	%		0.85	%	to	1.00	%		7.37	%	to	7.53	%
December 31, 2019		213	$	28.58	to	$	29.43	$	6,104		0.00	%		0.85	%	to	1.00	%		9.80	%	to	9.96	%

		PSF PGIM Government Income Portfolio (Class I)
December 31, 2023		109	$	20.30	to	$	21.03	$	2,223		0.00	%		0.85	%	to	1.00	%		4.06	%	to	4.22	%
December 31, 2022		109	$	19.51	to	$	20.18	$	2,131		0.00	%		0.85	%	to	1.00	%		-14.31	%	to	-14.18	%
December 31, 2021		123	$	22.76	to	$	23.51	$	2,816		0.00	%		0.85	%	to	1.00	%		-4.13	%	to	-3.98	%
December 31, 2020		131	$	23.74	to	$	24.49	$	3,119		0.00	%		0.85	%	to	1.00	%		6.10	%	to	6.26	%
December 31, 2019		137	$	22.38	to	$	23.04	$	3,081		0.00	%		0.85	%	to	1.00	%		5.56	%	to	5.72	%

		PSF PGIM 50/50 Balanced Portfolio (Class I)
December 31, 2023		114	$	34.38	to	$	35.62	$	3,957		0.00	%		0.85	%	to	1.00	%		14.32	%	to	14.48	%
December 31, 2022		122	$	30.08	to	$	31.11	$	3,691		0.00	%		0.85	%	to	1.00	%		-15.54	%	to	-15.42	%
December 31, 2021		128	$	35.61	to	$	36.78	$	4,573		0.00	%		0.85	%	to	1.00	%		12.26	%	to	12.42	%
December 31, 2020		138	$	31.72	to	$	32.72	$	4,382		0.00	%		0.85	%	to	1.00	%		10.32	%	to	10.49	%
December 31, 2019		153	$	28.75	to	$	29.61	$	4,426		0.00	%		0.85	%	to	1.00	%		17.32	%	to	17.49	%

		PSF PGIM Flexible Managed Portfolio (Class I)
December 31, 2023		138	$	37.81	to	$	39.17	$	5,234		0.00	%		0.85	%	to	1.00	%		16.76	%	to	16.94	%
December 31, 2022		150	$	32.38	to	$	33.49	$	4,863		0.00	%		0.85	%	to	1.00	%		-15.55	%	to	-15.42	%
December 31, 2021		169	$	38.34	to	$	39.60	$	6,471		0.00	%		0.85	%	to	1.00	%		16.20	%	to	16.38	%
December 31, 2020		198	$	33.00	to	$	34.03	$	6,543		0.00	%		0.85	%	to	1.00	%		8.50	%	to	8.66	%
December 31, 2019		213	$	30.41	to	$	31.32	$	6,483		0.00	%		0.85	%	to	1.00	%		18.69	%	to	18.86	%

		PSF PGIM High Yield Bond Portfolio (Class I)
December 31, 2023		65	$	34.19	to	$	35.42	$	2,251		0.00	%		0.85	%	to	1.00	%		10.72	%	to	10.88	%
December 31, 2022		72	$	30.88	to	$	31.94	$	2,248		0.00	%		0.85	%	to	1.00	%		-12.12	%	to	-11.99	%
December 31, 2021		83	$	35.14	to	$	36.30	$	2,952		0.00	%		0.85	%	to	1.00	%		6.86	%	to	7.02	%
December 31, 2020		87	$	32.89	to	$	33.92	$	2,897		0.00	%		0.85	%	to	1.00	%		6.04	%	to	6.20	%
December 31, 2019		98	$	31.01	to	$	31.94	$	3,045		0.00	%		0.85	%	to	1.00	%		15.18	%	to	15.35	%

		PSF Stock Index Portfolio (Class I)
December 31, 2023		390	$	59.15	to	$	62.89	$	23,202		0.00	%		0.85	%	to	1.00	%		24.67	%	to	24.86	%
December 31, 2022		422	$	47.44	to	$	50.37	$	20,123		0.00	%		0.85	%	to	1.00	%		-19.15	%	to	-19.03	%
December 31, 2021		463	$	58.68	to	$	62.20	$	27,332		0.00	%		0.85	%	to	1.00	%		27.01	%	to	27.20	%
December 31, 2020		500	$	46.20	to	$	48.90	$	23,191		0.00	%		0.85	%	to	1.00	%		16.90	%	to	17.08	%
December 31, 2019		568	$	39.52	to	$	41.77	$	22,530		0.00	%		0.85	%	to	1.00	%		29.78	%	to	29.97	%

		PSF PGIM Jennison Value Portfolio (Class I)
December 31, 2023		120	$	47.68	to	$	49.39	$	5,743		0.00	%		0.85	%	to	1.00	%		14.06	%	to	14.23	%
December 31, 2022		128	$	41.80	to	$	43.24	$	5,400		0.00	%		0.85	%	to	1.00	%		-8.80	%	to	-8.67	%
December 31, 2021		140	$	45.84	to	$	47.34	$	6,452		0.00	%		0.85	%	to	1.00	%		26.53	%	to	26.72	%
December 31, 2020		147	$	36.23	to	$	37.36	$	5,357		0.00	%		0.85	%	to	1.00	%		2.55	%	to	2.71	%
December 31, 2019		169	$	35.32	to	$	36.38	$	6,010		0.00	%		0.85	%	to	1.00	%		24.81	%	to	25.00	%


*		These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying Portfolios, net of management fees assessed by the fund manager, divided by the average daily net assets, which are calculated for each underlying fee structure based on availability for investment. These ratios exclude those expenses, such as mortality and expense risk and administration charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying Portfolios in which the subaccount invests.

**		These amounts represent the annualized contract expenses of the Account, consisting primarily of mortality and expense risk and administration charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contractholder accounts through the redemption of units and expenses of the underlying Portfolios are excluded.

***		These amounts represent the total returns for the periods indicated, including changes in the value of the underlying Portfolios, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Product designs within a subaccount which were offered less than one year are included in the range of total returns for that period, and their respective total returns may not correspond to the total returns of a product offering with a comparable expense ratio that was presented for the full period. Contractholders may experience different total returns based on their investment options. Subaccounts with a date notation indicate the effective date of that subaccount in the Account. Total returns for periods less than one year are not annualized. The total return is calculated for each of the five years in the period ended December 31, 2023 or from the effective date of the subaccount through the end of the reporting period.


STATUTORY FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION			Page(s)

Report of Independent Auditors			129
Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus			3
Statutory Statements of Operations and Changes in Capital and Surplus			4
Statutory Statements of Cash Flows			5
Notes to Statutory Financial Statements			7
Annual Statement Schedule 1 - Selected Financial Data			117
Supplemental Investments Risks Interrogatories Schedule			120
Summary Investment Schedule			126
Supplemental Schedule of Reinsurance Disclosures			128


	December 31, 2023		December 31, 2022
	(in millions)
ASSETS
Bonds	$	85,754	$	90,453
Preferred stocks	168		146
Common stocks	11,748		9,915
Mortgage loans on real estate	19,848		19,814
Real estate	297		334
Contract loans	1,911		1,834
Cash and short-term investments	4,235		2,716
Derivatives	3,382		4,019
Other invested assets	10,269		9,238
Total cash and invested assets	137,612		138,469
Premiums due and deferred	4,033		3,908
Accrued investment income	972		949
Current federal income tax recoverable	524		347
Net deferred tax asset	2,098		1,858
Other assets	2,343		1,244
Separate account assets	152,092		152,759
TOTAL ADMITTED ASSETS	$	299,674	$	299,534

LIABILITIES, CAPITAL AND SURPLUS
LIABILITIES
Policy liabilities and insurance reserves:
Future policy benefits and claims	$	83,707	$	91,863
Deposit-type contracts	15,560		16,829
Advanced premiums	49		38
Policy dividends	1,352		1,296
Notes payable and other borrowings	—		65
Asset valuation reserve	4,527		3,978


Transfers to (from) separate accounts due or accrued	(307)		(284)
Securities sold under agreement to repurchase	3,558		3,148
Cash collateral held for loaned securities	4,115		5,076
Derivatives	2,920		2,681
Other liabilities	16,319		8,329
Separate account liabilities	151,789		152,466
Total liabilities	283,589		285,485

CAPITAL AND SURPLUS
Common capital stock and gross paid in and contributed surplus	7,435		6,682
Surplus notes	349		348
Special surplus fund	1,249		197
Unassigned surplus	7,052		6,822
Total capital and surplus	16,085		14,049
TOTAL LIABILITIES, CAPITAL AND SURPLUS	$	299,674	$	299,534


	Years Ended
	December 31,
	2023		2022		2021
	(in millions)
REVENUES
Premiums and annuity considerations	$	20,500	$	24,925	$	33,250
Net investment income	5,373		5,265		5,263
Other income (loss)	846		1,691		1,604
Total Revenues	26,719		31,881		40,117

BENEFITS AND EXPENSES
Death benefits	4,519		4,469		5,561
Annuity benefits	16,345		14,365		13,462
Disability benefits	1,380		1,290		1,189
Other benefits	22		20		19
Surrender benefits and fund withdrawals	13,808		12,893		14,009
Net increase (decrease) in reserves	(8,143)		(8,330)		4,699
Commissions	894		973		1,193
Net transfer to (from) separate accounts	(6,106)		3,594		(1,867)
Other expenses (benefits)	1,875		609		280
Total Benefits and Expenses	24,594		29,883		38,545

OPERATING INCOME (LOSS) BEFORE DIVIDENDS AND INCOME TAXES	2,125		1,998		1,572
Dividends to policyholders	85		12		17

OPERATING INCOME (LOSS) BEFORE INCOME TAXES	2,040		1,986		1,555
Income tax expense (benefit)	(38)		956		591

INCOME (LOSS) FROM OPERATIONS	2,078		1,030		964
Net realized capital gains (losses)	(346)		86		2

NET INCOME (LOSS)	$	1,732	$	1,116	$	966

CAPITAL AND SURPLUS
CAPITAL AND SURPLUS, BEGINNING OF PERIOD	$	14,049	$	19,123	$	11,771
Net income (loss)	1,732		1,116		966
Change in common capital stock and gross paid in and contributed surplus	753		966		4,279
Change in net unrealized capital gains (losses)	2,090		(3,900)		2,464
Change in nonadmitted assets	1,551		(2,766)		(376)
Change in asset valuation reserve	(548)		303		(512)
Change in net deferred income tax	(354)		609		297


Change in reserve on account of change in valuation basis	83		—		—
Cumulative effect of changes in accounting principles	—		—		23
Dividends to stockholders	(3,100)		(2,540)		(1,100)
Net change in separate accounts surplus	(339)		(727)		(117)
Amortization related to employee retirement plans and other pension adjustments	81		509		1,141
Deferred reinsurance allowance	(75)		1,006		8
Other changes, net	162		350		279
Net change in capital and surplus	2,036		(5,074)		7,352
CAPITAL AND SURPLUS, END OF PERIOD	$	16,085	$	14,049	$	19,123


	SSAP #	F/S Page	F/S Line #	2023		2022		2021
				(in millions)
Net Income
New Jersey state basis (Page 4, Net Income)				$	1,732	$	1,116	$	966

State Prescribed Practices that are an increase (decrease) from NAIC SAP:
Separate Account Valuation	56	4	Other income (loss)	206		600		(1,067)
Separate Account Valuation	56	4	Net increase (decrease) in reserves	(206)		(600)		1,067


NAIC SAP				$	1,732	$	1,116	$	966

Surplus
New Jersey state basis (Page 3, Total Capital and Surplus)				$	16,085	$	14,049	$	19,123

State Prescribed Practices that are an increase (decrease) from NAIC SAP:
Admit leasehold improvements	19	4	Change in nonadmitted assets	57		46		30



NAIC SAP				$	16,028	$	14,003	$	19,093


December 31, 2023
Purchased entity	Acquisition date	Cost of acquired entity		Original amount of Goodwill		Original amount of Admitted Goodwill		Admitted Goodwill as of the reporting date		Amount of Goodwill amortized during the reporting period		Book Value of SCA		Admitted Goodwill as a % of SCA BACV, gross of Admitted Goodwill
		($ in millions)
Pirlo Energy Holdings, LLC	9/12/2016	$	48	$	—	$	—	$	—	$	—	$	4	0.1	%
Dale/P Minerals LP	12/31/2013	12		—		—		—		—		—		0.0	%


Total	XXX	$	60	$	—	$	—	$	—	$	—	$	4	XXX


December 31, 2023
	Calculation of Limitation Using Prior Quarter Numbers		Current Reporting Period
	($ in millions)
Capital & Surplus	$	14,032
Less:
Admitted Positive Goodwill	—
Admitted EDP Equipment & Operating System Software	136
Admitted Net Deferred Taxes	1,917
Adjusted Capital and Surplus	11,979
Limitation on amount of goodwill	1,198
Current period reported Admitted Goodwill			$	—
Current Period Admitted Goodwill as a % of prior period Adjusted Capital and Surplus			0.0		%


	December 31, 2023
	Carrying Amount		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(in millions)
Bonds
U.S. governments	$	6,265	$	135	$	522	$	5,878
All other governments	2,101		31		229		1,903
Political subdivisions of states, territories and possessions	374		6		27		353
Special revenue and special assessment obligation all non- guaranteed obligations of agencies	4,061		89		342		3,808
Hybrid Securities	212		23		2		233
Industrial & miscellaneous (unaffiliated)	69,468		885		6,352		64,001
Parent - subsidiaries and affiliates	2,461		16		74		2,403
Unaffiliated Bank Loans	812		30		23		819
Total bonds	$	85,754	$	1,215	$	7,571	$	79,398

Unaffiliated Preferred Stocks
Redeemable	$	60	$	14	$	2	$	72
Non-redeemable	108		—		—		108
Total unaffiliated preferred stocks	$	168	$	14	$	2	$	180


	December 31, 2023
	Declines for Less Than Twelve Months						Declines for Greater Than Twelve Months
	Cost		Fair Value		Difference		Cost		Fair Value		Difference
	(in millions)
Bonds	$	5,066	$	4,837	$	(229)	$	61,462	$	53,646	$	(7,816)
Unaffiliated Preferred and Common stocks	170		162		(8)		23		21		(2)
Total	$	5,236	$	4,999	$	(237)	$	61,485	$	53,667	$	(7,818)

	December 31, 2022
	Declines for Less Than Twelve Months						Declines for Greater Than Twelve Months
	Cost		Fair Value		Difference		Cost		Fair Value		Difference
	(in millions)
Bonds	$	55,406	$	49,619	$	(5,787)	$	24,640	$	19,450	$	(5,190)
Unaffiliated Preferred and Common stocks	26		25		(1)		34		29		(5)
Total	$	55,432	$	49,644	$	(5,788)	$	24,674	$	19,479	$	(5,195)


	December 31, 2023
	Agricultural			Residential						Commercial
				Insured			All Other			Insured			All Other			Mezzanine			Total
	($ in millions)
Recorded Investment (All)
Current	$	3,464		$	—		$	—		$	—		$	16,265		$	95		$	19,824
30-59 Days Past Due	1			—			—			—			22			—			23
60-89 Days Past Due	—			—			—			—			—			—			—
90-179 Days Past Due	1			—			—			—			—			—			1
180+ Days Past Due	—			—			—			—			—			—			—
Accruing Interest 90-179 Days Past Due
Recorded Investment	—			—			—			—			—			—			—
Interest Accrued	—			—			—			—			—			—			—
Accruing Interest 180+ Days Past Due
Recorded Investment	—			—			—			—			—			—			—
Interest Accrued	—			—			—			—			—			—			—
Interest Reduced
Recorded Investment	50			—			—			—			—			—			50
Number of Loans	1			—			—			—			—			—			1
Percent Reduced	0.0		%	0.0		%	0.0		%	0.0		%	0.0		%	0.0		%	0.0		%
Participant or Co-lender in a Mortgage Loan Agreement
Recorded Investment	—			—			—			—			—			—			—


December 31, 2023
	Amortized Cost Basis Before Other-than-Temporary Impairment		Other-than-Temporary Impairment Recognized in Loss				Fair Value
			Interest		Non-Interest
(in millions)
OTTI recognized:
Intent to sell	$	42	$	—	$	6	$	36


	December 31, 2023
CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-than-Temporary Impairment		Amortized Cost After Other-than-Temporary Impairment		Fair Value at time of OTTI		Date of Financial Statement where Reported
	(in millions)
12558MAF9	$	1	$	1	$	—	$	1	$	1	1Q23
12668NAD9	1		1		—		1		1		1Q23
32027NEE7	1		1		—		1		1		1Q23
32029AAD9	13		6		7		6		12		1Q23

84751PLP2	1		1		—		1		1		1Q23


32027NEE7	1		1		—		1		1		2Q23
84751PLP2	1		1		—		1		1		2Q23



32027NEE7	1		1		—		1		1		3Q23
84751PLP2	1		1		—		1		1		3Q23


32027NEE7	1		1		—		1		1		4Q23



Total	$	22	$	15	$	7	$	15	$	21


	December 31, 2023				December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in millions)














Securities Lending:
Open	$	—	$	—	$	—	$	—
30 Days or Less	1,371		1,355		1,352		1,323
31 to 60 Days	284		283		168		168
61 to 90 Days	268		268		126		126
91 to 120 Days	34		34		125		124
121 to 180 Days	165		164		134		134
181 to 365 Days	513		510		606		599
1 to 2 years	1,207		1,198		1,504		1,476
2 to 3 years	57		56		910		885
Greater than 3 years	22		20		25		22
Subtotal	$	3,921	$	3,888	$	4,950	$	4,857
Securities Received	—		—		—		—
Total Collateral Reinvested	$	3,921	$	3,888	$	4,950	$	4,857


	December 31, 2023				December 31, 2022
	Maximum Amount		Ending Balance		Maximum Amount		Ending Balance
	(in millions)
Open - No Maturity	$	3,576	$	3,453	$	5,147	$	3,148
Overnight	3,097		—		—		—
2 Days to 1 Week	224		—		—		—
>1 Week to 1 Month	175		105		—		—
>1 Month to 3 Months	105		—		—		—
>3 Months to 1 Year	—		—		—		—
Greater than 1 Year	—		—		—		—


	December 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)
30 Days or Less	$	1,146	$	1,132	$	838	$	820
31 to 60 Days	237		237		104		104
61 to 90 Days	224		224		78		78
91 to 120 Days	28		28		77		77
121 to 180 Days	138		137		83		83
181 to 365 Days	429		426		376		371
1 to 2 Years	1,009		1,001		933		915
2 to 3 Years	48		47		564		549
Greater than 3 Years	19		17		15		14


	December 31, 2023
	Gross (Admitted and Nonadmitted) Restricted														Percentage
Restricted Asset Category	Total General Account (G/A)		G/A Supporting S/A Activity		Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total		Total Nonadmitted Restricted		Total Admitted Restricted		Gross (Admitted & Nonadmitted) Restricted to Total Assets		Admitted Restricted to Total Admitted Assets

	($ in millions)
Subject to contractual obligation for which liability is not shown	$	—	$	—	$	—	$	—	$	—	$	—	$	—	0.0	%	0.0	%
Collateral held under security lending agreements	4,395		—		1,815		—		6,210		—		6,210		2.0	%	2.1	%
Subject to repurchase agreements	3,765		—		—		—		3,765		—		3,765		1.2	%	1.2	%
Subject to reverse repurchase agreements	—		—		100		—		100		—		100		0.0	%	0.0	%
Subject to dollar repurchase agreements	—		—		—		—		—		—		—		0.0	%	0.0	%
Subject to dollar reverse repurchase agreements	—		—		—		—		—		—		—		0.0	%	0.0	%
Placed under option contracts	—		—		—		—		—		—		—		0.0	%	0.0	%
Letter stock or securities restricted as to sale - excluding FHLB capital stock	504		—		—		—		504		—		504		0.2	%	0.2	%
FHLB capital stock	144		—		—		—		144		—		144		0.1	%	0.1	%
On deposit with state (1)	5		—		—		—		5		—		5		0.0	%	0.0	%
On deposit with other regulatory bodies	—		—		—		—		—		—		—		0.0	%	0.0	%
Pledged as collateral to FHLB (including assets backing funding agreements)	2,897		—		—		—		2,897		—		2,897		1.0	%	1.0	%
Pledged as collateral not captured in other categories	22,249		—		321		—		22,570		—		22,570		7.4	%	7.5	%
Other restricted assets	—		—		—		—		—		—		—		0.0	%	0.0	%
Total restricted assets	$	33,959	$	—	$	2,236	$	—	$	36,195	$	—	$	36,195	11.9	%	12.1	%


	December 31, 2023
	BACV		Fair Value		% of BACV to Total Assets (Admitted and Nonadmitted)		% of BACV to Total Admitted Assets
	($ in millions)
Collateral Assets:

General Account:
Cash, Cash Equivalents, and Short-Term Investments	$	2,140	$	2,140	1.4	%	1.4	%
Bonds	3,681		3,708		2.4	%	2.5	%
Mortgage loans (1)	5,013		4,645		3.3	%	3.4	%
Preferred stocks	—		—		0.0	%	0.0	%
Common stocks	—		—		0.0	%	0.0	%
Other invested assets	11		11		0.0	%	0.0	%
Other	70		754		0.0	%	0.0	%
Total General Account (1)	$	10,915	$	11,258	7.1	%	7.3	%

Separate Account:
Cash, Cash Equivalents, and Short-Term Investments	$	1,782	$	1,782	1.1	%	1.1	%
Bonds	82		563		0.1	%	0.1	%
Mortgage loans	—		—		0.0	%	0.0	%
Common stocks	—		—		0.0	%	0.0	%
Other invested assets	—		—		0.0	%	0.0	%
Other	—		248		0.0	%	0.0	%
Total Separate Account	$	1,864	$	2,593	1.2	%	1.2	%


	December 31, 2023
	Amount		% of Liability to Total Liabilities
	($ in millions)
Recognized Obligation to Return Collateral Asset (General Account)	$	7,673	5.8	%
Recognized Obligation to Return Collateral Asset (Separate Account)	$	1,856	1.2	%


	December 31, 2023
	Actual Cost		BACV		Fair Value		Other-Than-Temporary Impairment Losses Recognized
	(in millions)
Residential mortgage-backed securities	$	40	$	40	$	91	$	7
Total	$	40	$	40	$	91	$	7


	December 31, 2023					December 31, 2022
	Number of 5* Securities	Aggregate BACV		Aggregate Fair Value		Number of 5* Securities	Aggregate BACV		Aggregate Fair Value
	($ in millions)
Investment:
Bonds	32	$	364	$	356	33	$	234	$	241
LB&SS	11	32		29		14	28		26
Preferred stock	4	87		100		4	81		89
Total	47	$	483	$	485	51	$	343	$	356