Prudential Investment Portfolios 3

PGIM Real Assets Fund

Class A:

PUDAX

SEMIANNUAL SHAREHOLDER REPORT – April 30, 2025

This

semiannual shareholder report

contains important information about the Class A shares of PGIM Real Assets Fund (the “Fund”) for the

period of November 1, 2024 to April 30, 2025.

You can find additional information about the Fund at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

. You can also request

this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?

(Based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
PGIM Real Assets Fund—Class A	$27	0.54%

WHAT ARE SOME KEY FUND STATISTICS AS OF 4/30/2025?

Fund’s net assets	$ 84,511,892
Number of fund holdings	9
Portfolio turnover rate for the period	19%

MF207E2A

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 4/30/2025?

Fund Composition	% of Net Assets
TIPS	25.7%
Real Estate	22.8%
Commodity	17.4%
Utilities/Infrastructure	9.4%
Master Limited Partnerships (MLPs)	9.0%
Unaffiliated Exchange-Traded Fund - Commodity	8.3%
Natural Resources	5.2%
Affiliated Mutual Fund - Short-Term Investment	2.3%
	100.1%
Liabilities in excess of other assets	(0.1)%
	100.0%

ADDITIONAL INFORMATION

You can find additional information at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

or by scanning the QR code below,

including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by

contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

To receive your fund documents online, go to

pgim.com/investments/resource/edelivery

and enroll.

PGIM Real Assets Fund

SHARE CLASS	A
NASDAQ	PUDAX
CUSIP	74440K819

MF207E2A

PGIM Real Assets Fund

Class C:

PUDCX

SEMIANNUAL SHAREHOLDER REPORT – April 30, 2025

This

semiannual shareholder report

contains important information about the Class C shares of PGIM Real Assets Fund (the “Fund”) for the

period of November 1, 2024 to April 30, 2025.

You can find additional information about the Fund at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

. You can also request

this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?

(Based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
PGIM Real Assets Fund—Class C	$67	1.34%

WHAT ARE SOME KEY FUND STATISTICS AS OF 4/30/2025?

Fund’s net assets	$ 84,511,892
Number of fund holdings	9
Portfolio turnover rate for the period	19%

MF207E2C

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 4/30/2025?

Fund Composition	% of Net Assets
TIPS	25.7%
Real Estate	22.8%
Commodity	17.4%
Utilities/Infrastructure	9.4%
Master Limited Partnerships (MLPs)	9.0%
Unaffiliated Exchange-Traded Fund - Commodity	8.3%
Natural Resources	5.2%
Affiliated Mutual Fund - Short-Term Investment	2.3%
	100.1%
Liabilities in excess of other assets	(0.1)%
	100.0%

ADDITIONAL INFORMATION

You can find additional information at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

or by scanning the QR code below,

including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by

contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

To receive your fund documents online, go to

pgim.com/investments/resource/edelivery

and enroll.

PGIM Real Assets Fund

SHARE CLASS	C
NASDAQ	PUDCX
CUSIP	74440K785

MF207E2C

PGIM Real Assets Fund

Class Z:

PUDZX

SEMIANNUAL SHAREHOLDER REPORT – April 30, 2025

This

semiannual shareholder report

contains important information about the Class Z shares of PGIM Real Assets Fund (the “Fund”) for the

period of November 1, 2024 to April 30, 2025.

You can find additional information about the Fund at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

. You can also request

this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?

(Based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
PGIM Real Assets Fund—Class Z	$12	0.24%

WHAT ARE SOME KEY FUND STATISTICS AS OF 4/30/2025?

Fund’s net assets	$ 84,511,892
Number of fund holdings	9
Portfolio turnover rate for the period	19%

MF207E2Z

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 4/30/2025?

Fund Composition	% of Net Assets
TIPS	25.7%
Real Estate	22.8%
Commodity	17.4%
Utilities/Infrastructure	9.4%
Master Limited Partnerships (MLPs)	9.0%
Unaffiliated Exchange-Traded Fund - Commodity	8.3%
Natural Resources	5.2%
Affiliated Mutual Fund - Short-Term Investment	2.3%
	100.1%
Liabilities in excess of other assets	(0.1)%
	100.0%

ADDITIONAL INFORMATION

You can find additional information at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

or by scanning the QR code below,

including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by

contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

To receive your fund documents online, go to

pgim.com/investments/resource/edelivery

and enroll.

PGIM Real Assets Fund

SHARE CLASS	Z
NASDAQ	PUDZX
CUSIP	74440K777

MF207E2Z

PGIM Real Assets Fund

Class R6:

PUDQX

SEMIANNUAL SHAREHOLDER REPORT – April 30, 2025

This

semiannual shareholder report

contains important information about the Class R6 shares of PGIM Real Assets Fund (the “Fund”) for the

period of November 1, 2024 to April 30, 2025.

You can find additional information about the Fund at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

. You can also request

this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?

(Based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
PGIM Real Assets Fund—Class R6	$5	0.10%

WHAT ARE SOME KEY FUND STATISTICS AS OF 4/30/2025?

Fund’s net assets	$ 84,511,892
Number of fund holdings	9
Portfolio turnover rate for the period	19%

MF207E2R6

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 4/30/2025?

Fund Composition	% of Net Assets
TIPS	25.7%
Real Estate	22.8%
Commodity	17.4%
Utilities/Infrastructure	9.4%
Master Limited Partnerships (MLPs)	9.0%
Unaffiliated Exchange-Traded Fund - Commodity	8.3%
Natural Resources	5.2%
Affiliated Mutual Fund - Short-Term Investment	2.3%
	100.1%
Liabilities in excess of other assets	(0.1)%
	100.0%

ADDITIONAL INFORMATION

You can find additional information at

pgim.com/investments/mutual-funds/prospectuses-fact-sheets

or by scanning the QR code below,

including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by

contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.

To receive your fund documents online, go to

pgim.com/investments/resource/edelivery

and enroll.

PGIM Real Assets Fund

SHARE CLASS	R6
NASDAQ	PUDQX
CUSIP	74440K744

MF207E2R6

(b)

Copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule – Not applicable.

Item 2 – Code of Ethics – Not required, as this is not an annual filing.

Item 3 – Audit Committee Financial Expert – Not required, as this is not an annual filing.

Item 4 – Principal Accountant Fees and Services – Not required, as this is not an annual filing.

Item 5 – Audit Committee of Listed Registrants – Not applicable.

Item 6 – Investments – The registrant’s Schedule of Investments is included in the financial statements filed under Item 7 of this Form.

Items 7 – 11 (Refer to Report(s) below)

Consolidated Schedule of Investments (unaudited)

as of April 30, 2025



Description	Shares		Value

LONG-TERM INVESTMENTS 97.8%

AFFILIATED MUTUAL FUNDS 89.5%

Domestic Equity — 31.9%

PGIM Jennison Energy Infrastructure Fund (Class R6)		1,236,192	$	7,614,941

PGIM Jennison Natural Resources Fund (Class R6)		83,448		4,406,902

PGIM Select Real Estate Fund (Class R6)		1,165,124		14,901,933


				26,923,776


Fixed Income — 43.0%

PGIM Quant Solutions Commodity Strategies Fund (Class R6)		2,174,155		14,697,290

PGIM TIPS Fund (Class R6)		2,565,096		21,675,065


				36,372,355


International Equity — 14.6%

PGIM Global Real Estate Fund (Class R6)		223,953		4,389,479

PGIM Jennison Global Infrastructure Fund (Class R6)		458,707		7,926,454


				12,315,933


TOTAL AFFILIATED MUTUAL FUNDS (cost $68,709,436)(wa)				75,612,064


UNAFFILIATED EXCHANGE-TRADED FUND 8.3%
iShares Gold Trust* (cost $5,064,766)(bb)		113,181		7,036,463


TOTAL LONG-TERM INVESTMENTS (cost $73,774,202)				82,648,527


SHORT-TERM INVESTMENT 2.3%

AFFILIATED MUTUAL FUND
PGIM Core Ultra Short Bond Fund (cost $1,948,237)(bb)(wa)		1,948,237		1,948,237


TOTAL INVESTMENTS 100.1% (cost $75,722,439)				84,596,764
Liabilities in excess of other assets (0.1)%				(84,872	)


NET ASSETS 100.0%			$	84,511,892

Below

is a list of the abbreviation(s) used in the semiannual report:

ETF—Exchange-Traded Fund

MLP—Master Limited Partnership

OTC—Over-the-counter

SOFR—Secured Overnight Financing Rate

TIPS—Treasury Inflation-Protected Securities

*	Non-income producing security.

(bb)	Represents security, or a portion thereof, held in the Cayman Subsidiary.

See Notes to Consolidated Financial Statements.

PGIM Real Assets Fund 1

Consolidated Schedule of Investments (unaudited) (continued)

as of April 30, 2025

(wa)	Represents investments in Funds affiliated with the Manager.

Fair Value Measurements:

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—unadjusted quoted prices generally in active markets for identical securities.

Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.

Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.

The following is a summary of the inputs used as of April 30, 2025 in valuing such portfolio securities:


	Level 1		Level 2		Level 3
Investments in Securities
Assets
Long-Term Investments
Affiliated Mutual Funds
Domestic Equity	$	26,923,776		$—		$—
Fixed Income		36,372,355		—		—
International Equity		12,315,933		—		—
Unaffiliated Exchange-Traded Fund		7,036,463		—		—
Short-Term Investment
Affiliated Mutual Fund		1,948,237		—		—


Total	$	84,596,764		$—		$—

Fund Composition:

The fund composition of investments (excluding derivatives) and liabilities in excess of other assets shown as a percentage of net assets as of April 30, 2025 were as follows:


TIPS		25.6	%
Real Estate		22.9
Utilities/Infrastructure		18.4
Commodity		17.4
Unaffiliated Exchange-Traded Fund		8.3
Natural Resources		5.2
Short-Term		2.3

	100.1
Liabilities in excess of other assets		(0.1	)


		100.0	%

See Notes to Consolidated Financial Statements.

Consolidated Statement of Assets and Liabilities (unaudited)

as of April 30, 2025


Assets
Investments at value:
Affiliated investments (cost $70,657,673)	$	77,560,301
Unaffiliated investments (cost $5,064,766)		7,036,463
Receivable for Fund shares sold		75,796
Due from Manager		14,414
Prepaid expenses		717


Total Assets		84,687,691


Liabilities
Payable for Fund shares purchased		68,815
Custodian and accounting fees payable		33,951
Audit fee payable		28,528
Shareholders’ reports payable		10,484
Registration fees payable		10,013
Transfer agent’s fees and expenses payable		9,703
Professional fees payable		8,294
Accrued expenses and other liabilities		2,240
Distribution fee payable		1,990
Affiliated transfer agent fee payable		953
Trustees’ fees payable		788
Dividends payable		40


Total Liabilities		175,799


Net Assets	$	84,511,892



Net assets were comprised of:
Shares of beneficial interest, at par	$	8,995
Paid-in capital in excess of par		105,548,950
Total distributable earnings (loss)		(21,046,053	)


Net assets, April 30, 2025	$	84,511,892

See Notes to Consolidated Financial Statements.

PGIM Real Assets Fund 3

Consolidated Statement of Assets and Liabilities (unaudited)

as of April 30, 2025


Class A

Net asset value and redemption price per share, ($6,247,549 ÷ 666,124 shares of beneficial interest issued and outstanding)	$	9.38
Maximum sales charge (5.50% of offering price)		0.55


Maximum offering price to public	$	9.93


Class C

Net asset value, offering price and redemption price per share, ($854,631 ÷ 92,152 shares of beneficial interest issued and outstanding)	$	9.27


Class Z
Net asset value, offering price and redemption price per share, ($29,457,159 ÷ 3,132,782 shares of beneficial interest issued and outstanding)	$	9.40


Class R6

Net asset value, offering price and redemption price per share, ($47,952,553 ÷ 5,104,245 shares of beneficial interest issued and outstanding)	$	9.39

See Notes to Consolidated Financial Statements.

Consolidated Statement of Operations (unaudited)

Six Months Ended April 30, 2025


Net Investment Income (Loss)

Affiliated dividend income	$	4,066,983


Expenses
Management fee		259,412
Distribution fee(a)		14,009
Custodian and accounting fees		41,517
Audit fee		29,029
Transfer agent’s fees and expenses (including affiliated expense of $3,656)(a)		28,591
Professional fees		24,076
Registration fees(a)		22,068
Shareholders’ reports		12,974
Trustees’ fees		5,209
Miscellaneous		13,961


Total expenses		450,846
Less: Fee waiver and/or expense reimbursement(a)		(368,815	)
Distribution fee waiver(a)		(1,538	)


Net expenses		80,493


Net investment income (loss)		3,986,490


Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on investment transactions (including affiliated of $(254,956))		(205,278	)
Affiliated net capital gain distributions received		316,759
Net change in unrealized appreciation (depreciation) on investments (including affiliated of $(3,675,825))		(2,756,151	)
Net gain (loss) on investment transactions		(2,644,670	)

Net Increase (Decrease) In Net Assets Resulting From Operations	$	1,341,820

(a)	Class specific expenses and waivers were as follows:


	Class A			Class C			Class Z			Class R6
Distribution fee		9,225			4,784			—			—
Transfer agent’s fees and expenses		5,835			1,146			21,345			265
Registration fees		6,942			4,464			6,942			3,720
Fee waiver and/or expense reimbursement		(33,008	)		(8,523	)		(131,311	)		(195,973	)
Distribution fee waiver		(1,538	)		—			—			—

See Notes to Consolidated Financial Statements.

PGIM Real Assets Fund 5

Consolidated Statements of Changes in Net Assets (unaudited)



	Six Months Ended April 30, 2025				Year Ended October 31, 2024

Increase (Decrease) in Net Assets

Operations
Net investment income (loss)		$	3,986,490			$	3,167,594
Net realized gain (loss) on investment transactions			(205,278	)			1,023,737
Affiliated net capital gain distributions received			316,759				—
Net change in unrealized appreciation (depreciation) on investments			(2,756,151	)			10,835,026

Net increase (decrease) in net assets resulting from operations			1,341,820				15,026,357


Dividends and Distributions
Distributions from distributable earnings
Class A			(285,511	)			(231,137	)
Class C			(43,201	)			(39,890	)
Class Z			(1,453,387	)			(1,278,679	)
Class R6			(2,241,751	)			(1,845,552	)

			(4,023,850	)			(3,395,258	)


Fund share transactions (Net of share conversions)
Net proceeds from shares sold			11,852,712				21,173,233
Net asset value of shares issued in reinvestment of dividends and distributions			4,023,236				3,393,667
Cost of shares purchased			(11,663,091	)			(55,404,540	)

Net increase (decrease) in net assets from Fund share transactions			4,212,857				(30,837,640	)

Total increase (decrease)			1,530,827				(19,206,541	)

Net Assets:

Beginning of period			82,981,065				102,187,606


End of period		$	84,511,892			$	82,981,065

See Notes to Consolidated Financial Statements.

Consolidated Financial Highlights (unaudited)


Class A Shares
	Six Months Ended April 30, 2025			Year Ended October 31,
	Six Months Ended April 30, 2025			2024			2023			2022			2021			2020
Per Share Operating Performance^(a):
Net Asset Value, Beginning of Period		$9.72			$8.57			$9.53			$11.31			$9.37			$9.74
Income (loss) from investment operations:
Net investment income (loss)		0.43			0.29			0.81			0.84			0.10			0.11
Net realized and unrealized gain (loss) on investment transactions		(0.31	)		1.17			(0.99	)		(1.29	)		2.37			(0.26	)
Total from investment operations		0.12			1.46			(0.18	)		(0.45	)		2.47			(0.15	)
Less Dividends and Distributions:
Dividends from net investment income		(0.46	)		(0.31	)		(0.78	)		(1.27	)		(0.28	)		(0.16	)
Tax return of capital distributions		-			-			-			(0.02	)		-			-
Distributions from net realized gains		-			-			-			(0.04	)		(0.25	)		(0.06	)
Total dividends and distributions		(0.46	)		(0.31	)		(0.78	)		(1.33	)		(0.53	)		(0.22	)
Net asset value, end of period		$9.38			$9.72			$8.57			$9.53			$11.31			$9.37
Total Return^(b):		1.40	%		17.24	%		(2.20	)%		(4.47	)%		27.18	%		(1.61	)%

Ratios/Supplemental Data:
Net assets, end of period (000)		$6,248			$6,070			$7,858			$10,171			$7,448			$4,694
Average net assets (000)		$6,201			$6,875			$9,140			$9,249			$6,059			$4,479
Ratios to average net assets^(c):
Expenses after waivers and/or expense reimbursement		0.54	%^(d)		0.53	%		0.60	%		0.54	%		0.53	%		0.86	%
Expenses before waivers and/or expense reimbursement		1.66	%^(d)		1.60	%		1.40	%		1.44	%		1.44	%		2.12	%
Net investment income (loss)		9.17	%^(d)		3.16	%		8.95	%		8.17	%		0.92	%		1.14	%
Portfolio turnover rate^(e)		19	%		26	%		42	%		43	%		30	%		96	%

(a)	Calculated based on average shares outstanding during the period.

(b)

Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized.

(c)	Does not include expenses of the underlying funds in which the Fund invests.

(d)	Annualized.

(e)	The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments, certain derivatives and in-kind transactions (if any). If such transactions were included, the Fund’s portfolio turnover rate may be higher.

See Notes to Financial Statements.

PGIM Real Assets Fund 7

Consolidated Financial Highlights (unaudited) (continued)


Class C Shares
	Six Months Ended April 30, 2025			Year Ended October 31,
	Six Months Ended April 30, 2025			2024			2023			2022			2021			2020
Per Share Operating Performance^(a):
Net Asset Value, Beginning of Period		$9.61			$8.48			$9.44			$11.22			$9.30			$9.68
Income (loss) from investment operations:
Net investment income (loss)		0.41			0.23			0.75			0.35			0.01			0.04
Net realized and unrealized gain (loss) on investment transactions		(0.32	)		1.14			(1.00	)		(0.88	)		2.37			(0.25	)
Total from investment operations		0.09			1.37			(0.25	)		(0.53	)		2.38			(0.21	)
Less Dividends and Distributions:
Dividends from net investment income		(0.43	)		(0.24	)		(0.71	)		(1.19	)		(0.21	)		(0.11	)
Tax return of capital distributions		-			-			-			(0.02	)		-			-
Distributions from net realized gains		-			-			-			(0.04	)		(0.25	)		(0.06	)
Total dividends and distributions		(0.43	)		(0.24	)		(0.71	)		(1.25	)		(0.46	)		(0.17	)
Net asset value, end of period		$9.27			$9.61			$8.48			$9.44			$11.22			$9.30
Total Return^(b):		1.02	%		16.31	%		(2.93	)%		(5.22	)%		26.32	%		(2.26	)%

Ratios/Supplemental Data:
Net assets, end of period (000)		$855			$1,105			$1,689			$2,874			$613			$1,163
Average net assets (000)		$965			$1,403			$2,362			$1,893			$789			$1,340
Ratios to average net assets^(c):
Expenses after waivers and/or expense reimbursement		1.34	%^(d)		1.28	%^(e)		1.33	%		1.29	%		1.29	%		1.58	%
Expenses before waivers and/or expense reimbursement		3.12	%^(d)		2.78	%		2.23	%		2.68	%		2.64	%		3.40	%
Net investment income (loss)		8.79	%^(d)		2.49	%		8.29	%		3.44	%		0.11	%		0.41	%
Portfolio turnover rate^(f)		19	%		26	%		42	%		43	%		30	%		96	%

(a)	Calculated based on average shares outstanding during the period.

(b)

(c)	Does not include expenses of the underlying funds in which the Fund invests.

(d)	Annualized.

(e)	Includes interest expense on borrowings from the Syndicated Credit Agreement and certain non-recurring expenses of 0.01% which are being excluded from the Fund’s contractual waiver, if applicable, for the year ended October 31, 2024.

(f)	The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments, certain derivatives and in-kind transactions (if any). If such transactions were included, the Fund’s portfolio turnover rate may be higher.

See Notes to Financial Statements.


Class Z Shares
	Six Months Ended April 30, 2025			Year Ended October 31,
	Six Months Ended April 30, 2025			2024			2023			2022			2021			2020
Per Share Operating Performance^(a):
Net Asset Value, Beginning of Period		$9.74			$8.59			$9.55			$11.34			$9.39			$9.75
Income (loss) from investment operations:
Net investment income (loss)		0.46			0.33			0.93			0.84			0.13			0.15
Net realized and unrealized gain (loss) on investment transactions		(0.32	)		1.16			(1.08	)		(1.27	)		2.38			(0.26	)
Total from investment operations		0.14			1.49			(0.15	)		(0.43	)		2.51			(0.11	)
Less Dividends and Distributions:
Dividends from net investment income		(0.48	)		(0.34	)		(0.81	)		(1.30	)		(0.31	)		(0.19	)
Tax return of capital distributions		-			-			-			(0.02	)		-			-
Distributions from net realized gains		-			-			-			(0.04	)		(0.25	)		(0.06	)
Total dividends and distributions		(0.48	)		(0.34	)		(0.81	)		(1.36	)		(0.56	)		(0.25	)
Net asset value, end of period		$9.40			$9.74			$8.59			$9.55			$11.34			$9.39
Total Return^(b):		1.53	%		17.61	%		(1.90	)%		(4.27	)%		27.70	%		(1.18	)%

Ratios/Supplemental Data:
Net assets, end of period (000)		$29,457			$30,982			$40,429			$85,298			$58,290			$56,307
Average net assets (000)		$29,582			$33,020			$64,667			$77,910			$57,988			$58,559
Ratios to average net assets^(c):
Expenses after waivers and/or expense reimbursement		0.24	%^(d⁾		0.21	%		0.31	%		0.25	%		0.19	%		0.50	%
Expenses before waivers and/or expense reimbursement		1.14	%^(d⁾		1.07	%		1.01	%		0.96	%		0.95	%		1.11	%
Net investment income (loss)		9.85	%^(d)		3.55	%		10.15	%		8.14	%		1.23	%		1.58	%
Portfolio turnover rate^(e)		19	%		26	%		42	%		43	%		30	%		96	%

(a)	Calculated based on average shares outstanding during the period.

(b)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized.

(c)	Does not include expenses of the underlying funds in which the Fund invests.

(d)	Annualized.

(e)	The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments, certain derivatives and in-kind transactions (if any). If such transactions were included, the Fund’s portfolio turnover rate may be higher.

See Notes to Financial Statements.

PGIM Real Assets Fund 9

Consolidated Financial Highlights (unaudited) (continued)


Class R6 Shares
	Six Months Ended April 30, 2025			Year Ended October 31,
	Six Months Ended April 30, 2025			2024			2023			2022			2021			2020
Per Share Operating Performance^(a):
Net Asset Value, Beginning of Period		$9.73			$8.58			$9.55			$11.33			$9.38			$9.75
Income (loss) from investment operations:
Net investment income (loss)		0.46			0.33			0.79			0.96			0.14			0.13
Net realized and unrealized gain (loss) on investment transactions		(0.32	)		1.17			(0.94	)		(1.37	)		2.38			(0.24	)
Total from investment operations		0.14			1.50			(0.15	)		(0.41	)		2.52			(0.11	)
Less Dividends and Distributions:
Dividends from net investment income		(0.48	)		(0.35	)		(0.82	)		(1.31	)		(0.32	)		(0.20	)
Tax return of capital distributions		-			-			-			(0.02	)		-			-
Distributions from net realized gains		-			-			-			(0.04	)		(0.25	)		(0.06	)
Total dividends and distributions		(0.48	)		(0.35	)		(0.82	)		(1.37	)		(0.57	)		(0.26	)
Net asset value, end of period		$9.39			$9.73			$8.58			$9.55			$11.33			$9.38
Total Return^(b):		1.61	%		17.71	%		(1.85	)%		(4.06	)%		27.78	%		(1.18	)%

Ratios/Supplemental Data:
Net assets, end of period (000)		$47,953			$44,823			$52,211			$56,708			$49,933			$30,370
Average net assets (000)		$45,749			$49,361			$55,815			$56,304			$40,677			$28,578
Ratios to average net assets^(c):
Expenses after waivers and/or expense reimbursement		0.10	%^(d)		0.10	%		0.17	%		0.12	%		0.11	%		0.41	%
Expenses before waivers and/or expense reimbursement		0.96	%^(d)		0.92	%		0.87	%		0.82	%		0.87	%		1.04	%
Net investment income (loss)		9.77	%^(d)		3.53	%		8.74	%		9.23	%		1.31	%		1.42	%
Portfolio turnover rate^(e)		19	%		26	%		42	%		43	%		30	%		96	%

(a)	Calculated based on average shares outstanding during the period.

(b)

(c)	Does not include expenses of the underlying funds in which the Fund invests.

(d)	Annualized.

(e)	The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments, certain derivatives and in-kind transactions (if any). If such transactions were included, the Fund’s portfolio turnover rate may be higher.

See Notes to Financial Statements.

Notes to Consolidated Financial Statements (unaudited)

1.	Organization

Prudential Investment Portfolios 3 (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Delaware Statutory Trust. These consolidated financial statements relate only to the PGIM Real Assets Fund (the “Fund”), a series of the RIC. The Fund is classified as a diversified fund for purposes of the 1940 Act.

The investment objective of the Fund is to seek long-term real return.

2.	Accounting Policies

The Fund and the Cayman Subsidiary (collectively hereafter, the “Fund”) follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services — Investment Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to U.S. generally accepted accounting principles (“GAAP”). The Fund consistently follows such policies in the preparation of its consolidated financial statements.

During the reporting period, the Fund adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of ASU 2023-07 exclusively impacted financial statement disclosures only and did not affect the Fund’s financial position or performance. The intent of ASU 2023-07 is, through improved segment disclosures, to enable investors to better understand an entity’s overall performance. PGIM Investments LLC (“PGIM Investments” or the “Manager”) acts as the Fund’s chief operating decision maker (“CODM”). The CODM has determined that the Fund has a single operating segment as the CODM monitors the operating results of the Fund as a whole and the Fund’s long-term strategic asset allocation is pre-determined in accordance with the terms of its respective prospectus, based on a defined investment strategy which is executed by the Fund’s subadviser.

The CODM allocates resources and assesses performance based on the operating results of the Fund, which is consistent with the results presented in the Fund’s Schedule of Investments, Statement of Changes in Net Assets and Financial Highlights.

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued as of the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. As described in further detail below, the Fund’s investments are valued daily based on a number of factors, including the type of investment

PGIM Real Assets Fund 11

Notes to Consolidated Financial Statements (unaudited) (continued)

and whether market quotations are readily available. The Board of Trustees (the “Board”) has approved the Fund’s valuation policies and procedures for security valuation and designated PGIM Investments as the “Valuation Designee,” as defined by Rule 2a-5(b) under the 1940 Act, to perform the fair value determination relating to all Fund investments. Pursuant to the Board’s oversight, the Valuation Designee has established a Valuation Committee to perform the duties and responsibilities of the Valuation Designee under Rule 2a-5. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.

For the fiscal reporting period-end, securities and other assets and liabilities were fair valued at the close of the last U.S. business day. Trading in certain foreign securities may occur when the NYSE is closed (including weekends and holidays). Because such foreign securities trade in markets that are open on weekends and U.S. holidays, the values of some of the Fund’s foreign investments may change on days when investors cannot purchase or redeem Fund shares.

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Consolidated Schedule of Investments and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820 Fair Value Measurement.

Common or preferred stocks, exchange-traded funds (“ETFs”) and derivative instruments, if applicable, that are traded on a national securities exchange are valued at the last sale price as of the close of trading on the applicable exchange where the security principally trades. Securities traded via Nasdaq are valued at the Nasdaq official closing price. To the extent these securities are valued at the last sale price or Nasdaq official closing price, they are classified as Level 1 in the fair value hierarchy. In the event that no sale or official closing price on a valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.

Investments in open-end funds (other than ETFs) are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

Fixed income securities traded in the OTC market are generally classified as Level 2 in the fair value hierarchy. Such fixed income securities are typically valued using the market

approach which generally involves obtaining data from an approved independent third-party vendor source. The Fund utilizes the market approach as the primary method to value securities when market prices of identical or comparable instruments are available. The third-party vendors’ valuation techniques used to derive the evaluated bid price are based on evaluating observable inputs, including but not limited to, yield curves, yield spreads, credit ratings, deal terms, tranche level attributes, default rates, cash flows, prepayment speeds, broker/dealer quotations and reported trades. Certain Level 3 securities are also valued using the market approach when obtaining a single broker quote or when utilizing transaction prices for identical securities that have been used in excess of five business days. During the reporting period, there were no changes to report with respect to the valuation approach and/or valuation techniques discussed above.

Securities and other assets that cannot be priced according to the methods described above are valued based on policies and procedures approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement.

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; and any available analyst media or other reports or information deemed reliable by the Valuation Designee regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

(i) market value of investment securities, other assets and liabilities — at the exchange rate as of the valuation date;

(ii) purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, holding period unrealized and

PGIM Real Assets Fund 13

Notes to Consolidated Financial Statements (unaudited) (continued)

realized foreign currency gains (losses) are included in the reported net change in unrealized appreciation (depreciation) on investments and net realized gains (losses) on investment transactions on the Statements of Operations.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade and settlement dates on investment transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates.

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual expense amounts. Net investment income or loss (other than class specific expenses and waivers, which are allocated as noted below) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of adjusted net assets of each class at the beginning of the day. Class specific expenses and waivers, where applicable, are charged to the respective share classes. Such class specific expenses and waivers include distribution fees and distribution fee waivers, shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.

Taxes: It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.

Dividends and Distributions: Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from GAAP, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified between total distributable earnings (loss) and paid-in capital in excess of par, as appropriate. The chart below sets forth the expected frequency of dividend and capital gains distributions to shareholders. Various factors may impact the frequency of

dividend distributions to shareholders, including but not limited to adverse market conditions or portfolio holding-specific events.


Expected Distribution Schedule to Shareholders*	Frequency
Net Investment Income		Quarterly
Short-Term Capital Gains		Annually
Long-Term Capital Gains		Annually

*	Under certain circumstances, the Fund may make more than one distribution of short-term and/or long-term capital gains during a fiscal year.

Estimates: The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ from those estimates.

3.	Agreements

The RIC, on behalf of the Fund, has entered into a management agreement with the Manager pursuant to which it has responsibility for all investment advisory services including supervision of the subadviser’s performance of such services, and for rendering administrative services.

The Manager has entered into a subadvisory agreement with PGIM Quantitative Solutions LLC (“PGIM Quantitative Solutions” or the “subadviser”). The Manager pays for the services of the subadviser.

Fees payable under the management agreement are computed daily and paid monthly. For the reporting period ended April 30, 2025, the contractual and effective management fee rates were as follows:


Contractual Management Rate*		Effective Management Fee, before any waivers and/or expense reimbursements
0.60% of average daily net assets up to $3 billion;		0.63%*
0.58% of average daily net assets from $3 billion to $5 billion;
0.57% of average daily net assets from $5 billion to $10 billion;
0.56% of average daily net assets over $10 billion

Including the Cayman Subsidiary’s assets. Additionally, the Cayman Subsidiary has entered into a separate management agreement with the Manager whereby the Manager provides advisory and other services to the Cayman Subsidiary substantially similar to the services provided by the Manager to the Fund as discussed above. In consideration for these services, the Cayman Subsidiary pays the Manager a monthly fee at the same annual rates as disclosed in the table above. The consolidated effective management fee includes Cayman Subsidiary. The Manager has contractually agreed to waive any management fee it receives from the Fund in an amount equal to the management fees paid by the Cayman Subsidiary. This waiver may not be terminated without prior approval of the Fund’s Board as long as the Fund remains invested or intends to invest in the Cayman Subsidiary. The Manager also has entered into a Subadvisory Agreement with PGIM Quantitative Solutions, relating to the Cayman Subsidiary.

The Manager has contractually agreed, through February 28, 2026, to limit total annual operating expenses and acquired fund fees and expenses after fee waivers and/or expense

PGIM Real Assets Fund 15

Notes to Consolidated Financial Statements (unaudited) (continued)

reimbursements. This contractual waiver excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses (including acquired fund taxes)), extraordinary expenses, and certain other expenses of the Fund such as dividend and interest expense and broker charges on short sales.

Where applicable, the Manager agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class. In addition, total annual operating expenses for Class R6 shares will not exceed total annual operating expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by the Manager for the purpose of preventing the expenses from exceeding a certain expense ratio limit may be recouped by the Manager within the same fiscal year during which such waiver and/or reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the waiver/reimbursement and/or recoupment for the fiscal year, as applicable. The expense limitations attributable to each class are as follows:


Class		Expense Limitations*
A		0.85%
C		0.85
Z		0.85
R6		0.85

* Expense limitation excludes distribution and service (12b-1) fees, shareholder service fee, and transfer agency expenses (including sub-transfer agency and networking fees).

The RIC, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class C, Class Z and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A and Class C shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate based on average daily net assets per class. PIMS has contractually agreed through February 28, 2026 to limit such fees on certain classes based on the average daily net assets. The distribution fees are accrued daily and payable monthly.

The Fund’s annual gross and net distribution rates, where applicable, are as follows:


Class	Gross Distribution Fee	Net Distribution Fee
A	0.30%	0.25%
C	1.00	1.00
Z	N/A	N/A


Class	Gross Distribution Fee	Net Distribution Fee
R6	N/A%	N/A%

For the reporting period ended April 30, 2025, PIMS received front-end sales charges (“FESL”) resulting from sales of certain class shares and contingent deferred sales charges (“CDSC”) imposed upon redemptions by certain shareholders. From these fees, PIMS paid such sales charges to broker-dealers, who in turn paid commissions to salespersons and incurred other distribution costs. The sales charges are as follows where applicable:


Class	FESL	CDSC
A	$2,547	$—
C	—	—

PGIM Investments, PIMS and PGIM Quantitative Solutions are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

4.	Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent and shareholder servicing agent. Transfer agent’s fees and expenses in the Consolidated Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. PGIM Investments and/or its affiliates are paid fees or reimbursed for providing their services to the Core Fund. In addition to the realized and unrealized gains on investments in the Core Fund and other affiliated mutual funds, earnings from such investments are disclosed on the Consolidated Statement of Operations as “Affiliated dividend income”.

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors/trustees, and/or common officers. For the reporting period ended April 30, 2025, no Rule 17a-7 transactions were entered into by the Fund.

PGIM Real Assets Fund 17

Notes to Consolidated Financial Statements (unaudited) (continued)

5. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the reporting period ended April 30, 2025, were as follows:


Cost of Purchases				Proceeds from Sales
$19,217,531				$15,264,890

A summary of the cost of purchases and proceeds from sales of shares of affiliated mutual funds for the reporting period ended April 30, 2025, is presented as follows:


Value, Beginning of Period	Cost of Purchases		Proceeds from Sales		Change in Unrealized Gain (Loss)		Realized Gain (Loss)		Value, End of Period		Shares, End of Period		Income		Capital Gain Distributions

Long-Term Investments - Affiliated Mutual Funds^(wa):

PGIM Global Real Estate Fund (Class R6)
$ 6,503,163		$ 407,708		$ 2,210,000		$ (304,078)		$ (7,314)		$ 4,389,479		223,953		$ 75,907		$ —

PGIM Jennison Energy Infrastructure Fund (Class R6)
7,837,104		3,451,003		1,343,000		(2,348,779)		18,613		7,614,941		1,236,192		2,622,004		—

PGIM Jennison Global Infrastructure Fund (Class R6)
8,790,405		1,423,648		2,325,000		8,755		28,646		7,926,454		458,707		48,489		316,759

PGIM Jennison Natural Resources Fund (Class R6)
3,706,898		1,177,704		194,000		(288,741)		5,041		4,406,902		83,448		51,703		—

PGIM Quant Solutions Commodity Strategies Fund (Class R6)
14,088,793		1,695,557		985,000		17,315		(119,375)		14,697,290		2,174,155		569,157		—

PGIM Select Real Estate Fund (Class R6)
18,470,752		2,101,432		4,610,000		(1,130,530)		70,279		14,901,933		1,165,124		233,432		—

PGIM TIPS Fund (Class R6)
17,226,795		6,543,883		2,215,000		370,233		(250,846)		21,675,065		2,565,096		433,769		—
$76,623,910		$16,800,935		$13,882,000		$(3,675,825)		$(254,956)		$75,612,064				$4,034,461		$316,759

Short-Term Investments - Affiliated Mutual Fund^(wa):

PGIM Core Ultra Short Bond Fund^(bb)
$ 1,651,449		$11,031,477		$10,734,689		$ —		$ —		$ 1,948,237		1,948,237		$ 32,522		$ —
$78,275,359		$27,832,412		$24,616,689		$(3,675,825)		$(254,956)		$77,560,301				$4,066,983		$316,759

(bb)	Represents security, or a portion thereof, held in the Cayman Subsidiary.

(wa)	Represents investments in Funds affiliated with the Manager.

6. Tax Information

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation (depreciation) as of April 30, 2025 were as follows:


Tax Basis	Gross Unrealized Appreciation	Gross Unrealized Depreciation	Net Unrealized Depreciation
$98,862,716	$10,118,404	$(24,384,356)	$(14,265,952)

The GAAP basis may differ from tax basis due to certain tax-related adjustments.

For federal income tax purposes, the Fund had an approximated capital loss carryforward as of October 31, 2024 which can be carried forward for an unlimited period. No capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses.

Capital Loss

Carryforward

Capital Loss

Carryforward Utilized

$6,945,000

$744,000

The Manager has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s consolidated financial statements for the current reporting period. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the four fiscal years up to the most recent fiscal year ended October 31, 2024 are subject to such review.

7. Capital and Ownership

The Fund offers Class A, Class C, Class Z and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a CDSC of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately eight years (ten years prior to January 22, 2021) after purchase. Class Z and Class R6 shares are not subject to any sales or redemption charges and are available exclusively for sale to a limited group of investors.

Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of beneficial interest, below.

PGIM Real Assets Fund 19

Notes to Consolidated Financial Statements (unaudited) (continued)

The RIC has authorized an unlimited number of shares of beneficial interest of the Fund at $0.001 par value per share, currently divided into four classes, designated Class A, Class C, Class Z and Class R6.

As of April 30, 2025, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:



Class	Number of Shares	Percentage of Outstanding Shares
Z	1,408	0.1%

At the reporting period end, the number of shareholders holding greater than 5% of the Fund are as follows:



	Number of Shareholders	Percentage of Outstanding Shares
Affiliated	—	—%
Unaffiliated	3	78.8

Transactions in shares of beneficial interest were as follows:



Share Class	Shares			Amount

Class A
Six months ended April 30, 2025:
Shares sold		85,214		$	794,525
Shares issued in reinvestment of dividends and distributions		31,139			285,408
Shares purchased		(71,503	)		(678,851	)
Net increase (decrease) in shares outstanding before conversion		44,850			401,082
Shares issued upon conversion from other share class(es)		1,941			17,780
Shares purchased upon conversion into other share class(es)		(5,508	)		(52,346	)
Net increase (decrease) in shares outstanding		41,283		$	366,516

Year ended October 31, 2024:
Shares sold		52,127		$	479,628
Shares issued in reinvestment of dividends and distributions		25,199			230,589
Shares purchased		(368,750	)		(3,370,680	)
Net increase (decrease) in shares outstanding before conversion		(291,424	)		(2,660,463	)
Shares issued upon conversion from other share class(es)		1,784			16,202
Shares purchased upon conversion into other share class(es)		(2,568	)		(24,993	)
Net increase (decrease) in shares outstanding		(292,208	)	$	(2,669,254)



Share Class	Shares			Amount

Class C
Six months ended April 30, 2025:
Shares sold		3,967		$	37,232
Shares issued in reinvestment of dividends and distributions		4,716			42,690
Shares purchased		(29,556	)		(280,063	)
Net increase (decrease) in shares outstanding before conversion		(20,873	)		(200,141	)
Shares purchased upon conversion into other share class(es)		(1,968	)		(17,780	)
Net increase (decrease) in shares outstanding		(22,841	)	$	(217,921	)

Year ended October 31, 2024:
Shares sold		4,419		$	39,665
Shares issued in reinvestment of dividends and distributions		4,306			38,847
Shares purchased		(91,112	)		(824,987	)
Net increase (decrease) in shares outstanding before conversion		(82,387	)		(746,475	)
Shares purchased upon conversion into other share class(es)		(1,803	)		(16,202	)
Net increase (decrease) in shares outstanding		(84,190	)	$	(762,677	)

Class Z
Six months ended April 30, 2025:
Shares sold		326,915		$	3,095,222
Shares issued in reinvestment of dividends and distributions		158,187			1,453,387
Shares purchased		(538,631	)		(5,121,587	)
Net increase (decrease) in shares outstanding before conversion		(53,529	)		(572,978	)
Shares issued upon conversion from other share class(es)		5,495			52,346
Shares purchased upon conversion into other share class(es)		(852	)		(8,061	)
Net increase (decrease) in shares outstanding		(48,886	)	$	(528,693	)

Year ended October 31, 2024:
Shares sold		872,813		$	8,057,679
Shares issued in reinvestment of dividends and distributions		139,202			1,278,679
Shares purchased		(2,538,578	)		(23,227,007	)
Net increase (decrease) in shares outstanding before conversion		(1,526,563	)		(13,890,649	)
Shares issued upon conversion from other share class(es)		2,560			24,993
Shares purchased upon conversion into other share class(es)		(345	)		(3,397	)
Net increase (decrease) in shares outstanding		(1,524,348	)	$	(13,869,053	)

Class R6
Six months ended April 30, 2025:
Shares sold		838,082		$	7,925,733
Shares issued in reinvestment of dividends and distributions		244,156			2,241,751
Shares purchased		(585,267	)		(5,582,590	)
Net increase (decrease) in shares outstanding before conversion		496,971			4,584,894
Shares issued upon conversion from other share class(es)		853			8,061
Net increase (decrease) in shares outstanding		497,824		$	4,592,955

PGIM Real Assets Fund 21

Notes to Consolidated Financial Statements (unaudited) (continued)



Share Class	Shares			Amount

Year ended October 31, 2024:
Shares sold		1,367,537			$ 12,596,261
Shares issued in reinvestment of dividends and distributions		201,077			1,845,552
Shares purchased		(3,046,779	)		(27,981,866	)
Net increase (decrease) in shares outstanding before conversion		(1,478,165	)		(13,540,053	)
Shares issued upon conversion from other share class(es)		345			3,397
Net increase (decrease) in shares outstanding		(1,477,820	)		$(13,536,656)

8. Borrowings

The RIC, on behalf of the Fund, along with other affiliated registered investment companies (the “Participating Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The table below provides details of the SCA in effect at the reporting period-end.



		SCA
Term of Commitment		9/27/2024 - 9/25/2025
Total Commitment		$ 1,200,000,000
Annualized Commitment Fee on the Unused Portion of the SCA		0.15%
Annualized Interest Rate on Borrowings		1.00% plus the higher of (1) the effective federal funds rate, (2) the daily SOFR rate plus 0.10% or (3) zero percent

Certain affiliated registered investment companies that are parties to the SCA include portfolios that are subject to a predetermined mathematical formula used to manage certain benefit guarantees offered under variable annuity contracts. The formula may result in large scale asset flows into and out of these portfolios. Consequently, these portfolios may be more likely to utilize the SCA for purposes of funding redemptions. It may be possible for those portfolios to fully exhaust the committed amount of the SCA, thereby requiring the Manager to allocate available funding per a Board-approved methodology designed to treat the Participating Funds in the SCA equitably.

The Fund utilized the SCA during the reporting period ended April 30, 2025. The average daily balance for the 4 days that the Fund had loans outstanding during the period was approximately $154,000, borrowed at a weighted average interest rate of 5.39%. The maximum loan outstanding amount during the period was $154,000. At April 30, 2025, the Fund did not have an outstanding loan amount.

9. Risks of Investing in the Fund

Set forth below is a description of the principal risks associated with an investment in the Fund either through direct investments or indirectly through the Fund’s investments in the Underlying Funds. For further information on the Fund’s risks, please refer to the Fund’s Prospectus and Statement of Additional Information.

Affiliated Funds Risk: The Fund’s manager serves as the manager of the Underlying Funds. It is possible that a conflict of interest among the Fund and the Underlying Funds could impact the manager and the subadviser. Because the amount of the investment management fees to be retained by the manager and the subadviser may differ depending upon the Underlying Funds in which the Fund invests, there is a conflict of interest for the manager and the subadviser in selecting the Underlying Funds. In addition, the manager and the subadviser may have an incentive to take into account the effect on an Underlying Fund in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that Underlying Fund. Although the manager and the subadviser take steps to address the conflicts of interest, it is possible that the conflicts could impact the Fund. In addition, the subadviser may invest in Underlying Funds that have a limited or no performance history.

Asset Allocation Risk: Asset allocation risk is the risk that the Fund’s assets may be allocated to an asset class that underperforms other asset classes. For example, the Fund may be overweight in equities when the stock market is falling and the fixed income market is rising. Likewise, the Fund may be overweight in fixed income securities when fixed income markets are falling and the equity markets are rising. Allocations to underperforming or volatile asset classes or other changes in asset allocations could lead to increased volatility in the Fund’s portfolio.

Asset Class Variation Risk: The Underlying Funds invest principally in the securities constituting their asset class. However, an Underlying Fund may vary the percentage of its assets in these securities (subject to any applicable regulatory requirements). Depending upon the percentage of securities in a particular asset class held by the Underlying Funds at any given time and the percentage of the Fund’s assets invested in the Underlying Funds, the Fund’s actual exposure to the securities in a particular asset class may vary substantially from its allocation to that asset class.

Cayman Subsidiary Risk: By investing in the Cayman Subsidiary, the Fund is indirectly exposed to the risks associated with the Cayman Subsidiary’s investments. The Cayman Subsidiary is not registered as an investment company under the 1940 Act, and, unless otherwise noted in this Prospectus, is not subject to all the investor protections of the 1940 Act. The Fund has received a private letter ruling from the Internal Revenue Service (the IRS) stating that income derived from the Fund’s investment in the Cayman Subsidiary will be considered qualifying regulated investment company (RIC) income for tax purposes. Final tax regulations, on which taxpayers may rely for taxable years beginning after September 28, 2016, also support this result. Changes in the laws of the Cayman Islands,

PGIM Real Assets Fund 23

Notes to Consolidated Financial Statements (unaudited) (continued)

under which the Cayman Subsidiary is incorporated, could result in the inability of the Fund to effect its desired gold/defensive investment strategy.

Commodity Risk: The values of commodities and commodity-linked investments are affected by events that might have less impact on the value of stocks and bonds. Such investments may be speculative. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including weather, crop or livestock disease, investment speculation, resource availability, fluctuations in industrial and commercial supply and demand, U.S. agricultural, fiscal, monetary and exchange control programs, embargoes, tariffs, and international political, economic, military and regulatory developments. These risks may subject the Fund to greater volatility than investments in traditional instruments or securities. In addition, the commodities markets are subject to temporary distortions or other disruptions due to a variety of factors, including participation of speculators, government intervention and regulation, and certain lack of liquidity in the markets.

Commodity-Linked Notes Risk: The Fund may invest in leveraged or unleveraged commodity-linked notes (“CLNs”) to gain exposure to the commodities markets. CLNs are subject to counterparty risk. The value of the CLNs may fluctuate significantly because the values of the investments to which they are linked are volatile. In addition, the terms of a CLN may create economic leverage by requiring payment by the issuer of an amount that is a multiple of the price increase or decrease of the underlying commodity, commodity index or other economic variable. Economic leverage increases the volatility of CLNs and their value may increase or decrease more quickly than the value of the underlying commodity, commodity index or other economic variable.

Commodity Regulatory Risk: The Fund is deemed a “commodity pool” and the manager is considered a “commodity pool operator” with respect to the Fund under the Commodity Exchange Act. The manager, directly or through its affiliates, is therefore subject to dual regulation by the Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”). The regulatory requirements governing the use of commodity futures (which include futures on broad-based securities indexes, interest rate futures and currency futures), options on commodity futures, certain swaps or certain other investments could change at any time.

Credit Risk/Counterparty Risk: The ability, or perceived ability, of the issuer or guarantor of a debt security, or the counterparty (the party on the other side of the transaction) to a derivatives contract or other financial contract to meet its financial obligations will affect the value of the security or derivative. Counterparty and credit risk are especially important in the context of privately negotiated instruments. The Fund expects to enter into certain privately negotiated agreements where the counterparty assumes the physical settlement

obligations of the Fund under such transactions. Under this type of arrangement, there is a risk that the relevant counterparty or intermediary would, due to insolvency or other reasons, be unable to or fail to assume the physical settlement obligations of the Fund, in which case the Fund could be required to sell portfolio instruments at unfavorable times or prices or could have insufficient assets to satisfy its physical settlement obligations.

Credit ratings are intended to provide a measure of credit risk. However, credit ratings are only the opinions of the credit rating agency issuing the ratings and are not guarantees as to quality. The lower the rating of a debt security held by the Fund, the greater the degree of credit risk that is perceived to exist by the credit rating agency with respect to that security. Increasing the amount of Fund assets allocated to lower-rated securities generally will increase the credit risk to which the Fund is subject. Not all securities in which the Fund invests are rated. The lower the credit quality of a bond, the more sensitive it is to credit risk.

Currency Risk: The Fund’s net asset value could decline as a result of changes in exchange rates, which could adversely affect the Fund’s investments in currencies, or in securities that trade in, and receive revenues related to currencies, or in derivatives that provide exposure to currencies. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.

Debt Obligations Risk: Debt obligations are subject to credit risk, market risk and interest rate risk. The Fund’s holdings, share price, yield and total return may also fluctuate in response to bond market movements. The value of bonds may decline for issuer-related reasons, including management performance, financial leverage and reduced demand for the issuer’s goods and services. Certain types of fixed income obligations also may be subject to “call and redemption risk,” which is the risk that the issuer may call a bond held by the Fund for redemption before it matures and the Fund may not be able to reinvest at the same rate of interest and therefore would earn less income.

Deflation Risk: During periods of deflation, prices throughout the economy may decline over time, which may have an adverse effect on the creditworthiness of issuers in whose securities the Fund invests. Additionally, since the Fund makes investments that may perform well in periods of rising inflation, during periods of no inflation or deflation an investment in the Fund may underperform broad market measures and may lose value.

Derivatives Risk: Derivatives involve special risks and costs and may result in losses to the Fund. The successful use of derivatives requires sophisticated management, and, to the extent that derivatives are used, the Fund will depend on the subadviser’s ability to analyze and manage derivatives transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Some derivatives are “leveraged” or may create economic leverage for the Fund and therefore may magnify or otherwise increase investment losses to the Fund. The Fund’s use of derivatives may also increase the amount of taxes payable by shareholders.

PGIM Real Assets Fund 25

Notes to Consolidated Financial Statements (unaudited) (continued)

Other risks arise from the potential inability to terminate or sell derivatives positions. A liquid secondary market may not always exist for the Fund’s derivatives positions. In fact, many over-the-counter derivative instruments will not have liquidity beyond the counterparty to the instrument. Over-the-counter derivative instruments also involve the risk that the other party will not meet its obligations to the Fund. The use of derivatives also exposes the Fund to operational issues, such as documentation and settlement issues, systems failures, inadequate control and human error.

Derivatives may also involve legal risks, such as insufficient documentation, the lack of capacity or authority of a counterparty to execute or settle a transaction, and the legality and enforceability of derivatives contracts. The U.S. Government and foreign governments have adopted (and may adopt further) regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements and risk exposure limitations. Regulation of derivatives may make derivatives more costly, limit their availability or utility to the Fund, or otherwise adversely affect their performance or disrupt markets.

Distribution Risk: The Fund’s distributions may consist of net investment income, if any, and net realized gains, if any, from the sale of investments and/or return of capital. The Fund will provide to shareholders early in each calendar year the final tax character of the Fund’s distributions for the previous year. Also, at such time that the Fund distribution is expected to be from sources other than current or accumulated net income, a notice to shareholders may be required.

Economic and Market Events Risk: Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth or the functioning of the securities markets, or otherwise reduce inflation, may at times result in unusually high market volatility, which could negatively impact performance. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Relatively reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide.

Emerging Markets Risk: The risks of foreign investments are greater for investments in or exposed to emerging markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable, than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Low trading volumes may result in a lack of liquidity and price volatility. Emerging market countries may have policies that restrict investment by non-U.S. investors, or that prevent non-U.S. investors from withdrawing their money at will.

The Fund may invest in some emerging markets that subject it to risks such as those associated with illiquidity, custody of assets, different settlement and clearance procedures and asserting legal title under a developing legal and regulatory regime to a greater degree than in developed markets or even in other emerging markets.

Energy Sector Risk: The Fund’s investments in certain Underlying Funds will expose the Fund to the risks of adverse economic, environmental, business, regulatory or other occurrences affecting the energy sector. The energy sector has historically experienced substantial price volatility. MLPs and other companies operating in the energy sector are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; extreme weather or other natural disasters; wars and conflicts; and threats of attack by terrorists on energy assets. Additionally, changes in the regulatory environment for energy companies may adversely impact their profitability. Over time, depletion of natural gas reserves and other energy reserves may also affect the profitability of energy companies.

Foreign Securities Risk: Investments in securities of non-U.S. issuers (including those denominated in U.S. dollars) may involve more risk than investing in securities of U.S. issuers. Foreign political, economic and legal systems, especially those in developing and emerging market countries, may be less stable and more volatile than in the United States. Foreign legal systems generally have fewer regulatory requirements than the U.S. legal system, particularly those of emerging markets. In general, less information is publicly available with respect to non-U.S. companies than U.S. companies. Non-U.S. companies generally are not subject to the same accounting, auditing, and financial reporting standards as are U.S. companies. Additionally, the changing value of foreign currencies and changes in exchange rates could also affect the value of the assets the Fund holds and the Fund’s performance. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise. Investments in emerging markets are subject to greater volatility and price declines.

In addition, the Fund’s investments in non-U.S. securities may be subject to the risks of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of non-U.S. currency, confiscatory taxation and adverse diplomatic developments. Special U.S. tax considerations may apply.

Fund of Funds Risk: The value of an investment in the Fund will be related, to a degree, to the investment performance of the Underlying Funds in which it invests. Therefore, the principal risks of investing in the Fund are closely related to the principal risks associated with these Underlying Funds and their investments. Because the Fund’s allocation among different Underlying Funds and direct investments in securities and derivatives will vary, an investment in the Fund may be subject to any and all of these risks at different times and to different degrees. Investing in an Underlying Fund will also expose the Fund to a pro rata

PGIM Real Assets Fund 27

Notes to Consolidated Financial Statements (unaudited) (continued)

portion of the Underlying Fund’s fees and expenses. In addition, one Underlying Fund may buy the same securities that another Underlying Fund sells. Therefore, the Fund would indirectly bear the costs of these trades without accomplishing the investment purpose.

Hedging Risk: The decision as to whether and to what extent the Fund will engage in hedging transactions to hedge against certain risks, such as market risk and issuer risk, will depend on a number of factors, including prevailing market conditions, the composition of the portfolio of the Fund, and the availability of suitable transactions. Hedging transactions involve costs and may result in losses. There is no guarantee that any of these hedging instruments would work as anticipated, and in certain cases the Fund might be better off had it not used a hedging instrument. There can be no assurance that the Fund will engage in hedging transactions at any given time or from time to time, even under volatile market environments, or that any such strategies, if used, will be successful.

Increase in Expenses Risk: Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table in the Fund’s prospectus for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile. Active and frequent trading of Fund securities can increase expenses.

Infrastructure Companies Risk: Securities of infrastructure companies are more susceptible to adverse economic, social, political and regulatory occurrences affecting their industries. Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, insufficient supply of necessary resources, increased competition from other providers of similar services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Certain infrastructure companies may operate in limited areas or have few sources of revenue. Infrastructure companies may also be affected by or subject to regulation by various government authorities, government regulation of rates charged to customers, service interruption due to environmental, operational or other mishaps as well as political and social unrest, the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards and general changes in market sentiment towards the assets of infrastructure companies.

Interest Rate Risk: The value of your investment may go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration debt securities. Similarly, a rise in interest rates may also have a greater negative impact on the value of equity securities whose issuers expect earnings further out in the future. For

example, a fixed income security with a duration of three years is expected to decrease in value by approximately 3% if interest rates increase by 1%. This is referred to as “duration risk.” When interest rates fall, the issuers of debt obligations may prepay principal more quickly than expected, and the Fund may be required to reinvest the proceeds at a lower interest rate. This is referred to as “prepayment risk.” When interest rates rise, debt obligations may be repaid more slowly than expected, and the value of the Fund’s holdings may fall sharply. This is referred to as “extension risk.” The Fund may lose money if short-term or long-term interest rates rise sharply or in a manner not anticipated by the subadviser.

Inflation-indexed bonds, such as TIPS, generally decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, TIPS may experience greater losses than other fixed income securities with similar durations. In addition, any increase in principal value of an inflation-indexed bond caused by an increase in the price index is taxable in the year the increase occurs, even though the Fund generally will not receive cash representing the increase at that time. As a result, the Fund could be required at times to liquidate other investments, including when it is not advantageous to do so, in order to satisfy its distribution requirements as a regulated investment company under the Code. Also, to the extent that the Fund invests in inflation-indexed bonds, income distributions are more likely to fluctuate.

Junk Bonds Risk: High-yield, high-risk bonds have predominantly speculative characteristics, including particularly high credit risk. Junk bonds tend to have lower market liquidity than higher-rated securities. The liquidity of particular issuers or industries within a particular investment category may shrink or disappear suddenly and without warning. The non-investment grade bond market can experience sudden and sharp price swings and become illiquid due to a variety of factors, including changes in economic forecasts, stock market activity, large sustained sales by major investors, a high profile default or a change in the market’s psychology.

Large Shareholder and Large Scale Redemption Risk: Certain individuals, accounts, funds (including funds affiliated with the Manager) or institutions, including the Manager and its affiliates, may from time to time own or control a substantial amount of the Fund’s shares. There is no requirement that these entities maintain their investment in the Fund. There is a risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. The Fund’s ability to pursue its investment objective after one or more large scale redemptions may be impaired and, as a result, the Fund may invest a larger portion of its assets in cash or cash equivalents.

Leverage Risk: Certain transactions in which the Fund may engage may give rise to leverage. The use of leverage exaggerates the effect of any increase or decrease in the value of the

PGIM Real Assets Fund 29

Notes to Consolidated Financial Statements (unaudited) (continued)

Fund’s holdings, and makes any change in the Fund’s net asset value greater than it would be without the use of leverage. This could result in increased volatility of investment return. The Fund may be required to pledge its assets or post margin in connection with certain borrowings or derivatives transactions that involve leverage. There is a possibility that posting or pledging a large portion of the assets of the Fund could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations or that the Fund may be required to dispose of some of its investment at unfavorable prices or times.

Liquidity Risk: Liquidity risk is the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interests in the Fund. The Fund may invest in instruments that trade in lower volumes and are more illiquid than other investments. If the Fund is forced to sell these investments to pay redemption proceeds or for other reasons, the Fund may lose money. In addition, when there is no willing buyer and investments cannot be readily sold at the desired time or price, the Fund may have to accept a lower price or may not be able to sell the instrument at all. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.

Management Risk: Actively managed funds are subject to management risk. The subadviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but the subadviser’s judgments about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements may be incorrect. Additionally, the investments selected for the Fund may underperform the markets in general, the Fund’s benchmark and other funds with similar investment objectives.

Market Disruption and Geopolitical Risks: Market disruption can be caused by economic, financial or political events and factors, including but not limited to, international wars or conflicts (including Russia’s military invasion of Ukraine and the Israel-Hamas war), geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), instability in regions such as Asia, Eastern Europe and the Middle East, terrorism, natural disasters and public health epidemics (including the outbreak of COVID-19 globally).

Recent policy decisions of the U.S. government and governments of foreign countries may increase geopolitical risks that could adversely affect the investment performance of the Fund. These policies have the potential to impact international relations, trade agreements and the overall regulatory environment in ways that could create uncertainty and instability in domestic and global markets. Actions taken by the U.S. government and governments of foreign countries in respect of international trade relations could lead to trade wars,

increased costs for imported goods, disruptions in supply chains, reduced foreign investment, and instability in regions where the Fund invests.

The extent and duration of such events and resulting market disruptions cannot be predicted, but could be substantial and could magnify the impact of other risks to the Fund. These and other similar events could adversely affect the U.S. and foreign financial markets and lead to increased market volatility, reduced liquidity in the securities markets, significant negative impacts on issuers and the markets for certain securities and commodities and/or government intervention. They may also cause short- or long-term economic uncertainties in the United States and worldwide. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund’s investments may be negatively impacted. Further, due to closures of certain markets and restrictions on trading certain securities, the value of certain securities held by the Fund could be significantly impacted, which could lead to such securities being valued at zero.

Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of your investment in the Fund will decline.

Mortgage-Backed and Asset-Backed Securities Risk: Mortgage-backed and asset-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. The values of mortgage-backed and asset-backed securities become more volatile as interest rates rise. In a period of declining interest rates, the Fund may be required to reinvest more frequent prepayments on mortgage-backed and asset-backed securities in lower-yielding investments.

Natural Resources Investment Risk: The Fund’s investments in certain Underlying Funds will expose the Fund to the risk of investment in natural resource companies. The market value of securities of natural resource companies may be affected by numerous factors, including events occurring in nature, inflationary pressures and international politics. For example, events occurring in nature (such as earthquakes or fires in prime natural resource areas) and political events (such as coups, military confrontations or acts of terrorism) can affect the overall supply of a natural resource and the value of companies involved in such natural resource. Political risks and the other risks to which non-US securities are subject may affect domestic companies if they have significant operations or investments in non-US countries. In addition, rising interest rates and general economic conditions may affect the demand for natural resources.

Real Estate Investment Trust (“REIT”) Risk: Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs

PGIM Real Assets Fund 31

Notes to Consolidated Financial Statements (unaudited) (continued)

are dependent upon management skills, may not be diversified geographically or by property/mortgage asset type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs may be more volatile and/or more illiquid than other types of equity securities. REITs (especially mortgage REITs) are subject to interest rate risks. REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each REIT in which it invests, in addition to the expenses of the Fund.

REITs must also meet certain requirements under the Internal Revenue Code of 1986, as amended (the Code) to avoid entity level tax and be eligible to pass-through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the Investment Company Act of 1940. REITs are subject to the risks of changes in the Code affecting their tax status.

Real Estate Related Securities Risk: Because the Fund invests in real estate securities, including REITs, the Fund is subject to the risks of investing in the real estate industry, such as changes in general and local economic conditions, the supply and demand for real estate and changes in zoning and tax laws. Because the Fund invests in stocks, there is the risk that the price of a particular stock owned by the Fund could go down or pay lower-than-expected or no dividends. In addition to an individual stock losing value, the value of the equity markets or of companies comprising the real estate industry could go down.

Real estate securities are subject to the same risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of prepayments that occur earlier or later than expected, and such loans may also include so-called “subprime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties.

Small and Medium Sized Companies Risk: Small and medium sized companies usually offer a smaller range of products and services than larger companies. Smaller companies may also have limited financial resources and may lack management depth. As a result, their prices may fluctuate more than the stocks of larger, more established companies. Historically, small and medium sized companies have sometimes gone through extended periods when they did not perform as well as larger companies. Small and medium sized

companies generally are more illiquid than larger companies, which may make such investments more difficult to sell at the time and price that the Fund would like.

Tax Risk: In order to qualify as a RIC under the Code, the Fund must meet certain requirements regarding the source of its income, the diversification of its assets and the distribution of its income. If the Fund were to fail to qualify as a RIC, the Fund could be subject to federal income tax on its net income at regular corporate rates (without reduction for distributions to shareholders). When distributed, that income would also be taxable to shareholders as an ordinary dividend to the extent attributable to the Fund’s earnings and profits. If the Fund were to fail to qualify as a RIC and become subject to federal income tax, shareholders of the Fund would be subject to diminished returns.

The Fund has received a private letter ruling from the Internal Revenue Service (the IRS) stating that income derived from the Fund’s investment in the Cayman Subsidiary will constitute qualifying income to the Fund. Final tax regulations, on which taxpayers may rely for taxable years beginning after September 28, 2016, also support this result. However, in the future, if the IRS issues regulations or other guidance, or Congress enacts legislation, limiting the circumstances in which the Fund may treat such income as “qualifying income,” the Fund may need to change its investment strategies, which could adversely affect the Fund. The Cayman Subsidiary will not be subject to U.S. federal income tax. The Cayman Subsidiary will, however, be considered a controlled foreign corporation, and the Fund will be required to include as income annually amounts earned by the Cayman Subsidiary during that year. Furthermore, the Fund will be subject to the distribution requirement applicable to open-end investment companies on such Cayman Subsidiary income, whether or not the Cayman Subsidiary makes a distribution to the Fund during the taxable year.

Treasury Inflation Protected Securities (TIPS) Risk: The value of TIPS generally fluctuates in response to inflationary concerns. As inflationary expectations increase, TIPS will become more attractive, because they protect future interest payments against inflation. Conversely, as inflationary concerns decrease, TIPS will become less attractive and less valuable. Although the principal value of TIPS declines in periods of deflation, holders at maturity receive no less than the par value of the bond. However, if an Underlying Fund purchases TIPS in the secondary market, where principal values have been adjusted upward due to inflation since issuance, it may experience a loss if there is a subsequent period of deflation. If inflation is lower than expected during the period an Underlying Fund holds TIPS, the Underlying Fund may earn less on the security than on a conventional bond.

U.S. Government and Agency Securities Risk: U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government. Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to

PGIM Real Assets Fund 33

Notes to Consolidated Financial Statements (unaudited) (continued)

borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Further, the U.S. Government and its agencies, authorities, instrumentalities and enterprises do not guarantee the market value of their securities; consequently, the value of such securities will fluctuate. This may be the case especially when there is any controversy or ongoing uncertainty regarding the status of negotiations in the U.S. Congress to increase the statutory debt ceiling. Such controversy or uncertainty could, among other things, result in the credit quality rating of the U.S. Government being downgraded and reduced prices of U.S. Treasury securities. If the U.S. Congress is unable to negotiate an adjustment to the statutory debt ceiling, there is also the risk that the U.S. Government may default on payments on certain U.S. Government securities, including those held by the Fund, which could have a negative impact on the Fund. An increase in demand for U.S. Government securities resulting from an increase in demand for government money market funds may lead to lower yields on such securities.

Utility Sector Risk: The Fund is subject to risks of the utility sector, such as changing commodity prices, government regulation stipulating rates charged by utilities, increased tariffs, changes in tax laws, interest and exchange rate fluctuations, liabilities for environmental damage and changes in the cost of providing specific utility services, due to its concentration in utility securities. The utility sector is also subject to potential terrorist attacks, natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation and maintenance of nuclear facilities. When interest rates go up, the value of securities issued by utility companies historically has gone down. Although the average dividend yield of utility sector stocks has been higher than those of other companies, the total return of utility securities has historically underperformed those of industrial companies. In most countries and localities, the utility sector is regulated by governmental entities, which can increase costs and delays for new projects and make it difficult to pass increased costs on to consumers. In certain areas, deregulation of utilities has resulted in increased competition and reduced profitability for certain companies, and increased the risk that a particular company will become bankrupt or fail completely. Reduced profitability, as well as new uses for or additional need of funds (such as for expansion, operations or stock buybacks), could result in reduced dividend payout rates for utility companies. In addition, utility companies face the risk of increases in the cost and reduced availability of fuel (such as oil, coal, natural gas or nuclear energy) and potentially high interest costs for borrowing to finance new projects. Energy conservation and changes in climate policy may also have a significant adverse impact on the revenues and expenses of utility companies. As a sector fund, the Fund’s holdings can vary significantly from broad market indexes and the performance of the Fund can deviate from the performance indexes.

Item 12 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.

Item 13 – Portfolio Managers of Closed-End Management Investment Companies – Not applicable.

Item 14 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.

Item 15 – Submission of Matters to a Vote of Security Holders – There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 16 – Controls and Procedures

(a)

It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b)

There has been no significant change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 17 – Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not applicable.

Item 18 – Recovery of Erroneously Awarded Compensation – Not applicable.

Item 19 – Exhibits


(a)(1)		Code of Ethics – Not required, as this is not an annual filing.

(a)(2)		Policy required by the listing standards adopted pursuant to Rule 10D-1 under the Securities Exchange Act of 1934 – Not applicable.

(a)(3)		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Attached hereto as Exhibit EX-99.CERT.

(a)(4)		Any written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940- Not applicable.

(a)(5)		Change in the registrant’s independent public accountant – Not applicable.

(b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Attached hereto as Exhibit EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Registrant:		Prudential Investment Portfolios 3

By:		/s/ Andrew R. French
		Andrew R. French
		Secretary

Date:		June 18, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Stuart S. Parker
		Stuart S. Parker
		President and Principal Executive Officer

Date:		June 18, 2025

By:		/s/ Christian J. Kelly
		Christian J. Kelly
		Chief Financial Officer (Principal Financial Officer)

Date:		June 18, 2025



Investment Company Act file number:		811-09805

Exact name of registrant as specified in charter:		Prudential Investment Portfolios 3

(This Form N-CSR relates solely to the Registrant’s: PGIM Real Assets Fund)

Address of principal executive offices:		655 Broad Street, 6 th Floor Newark, New Jersey 07102

Name and address of agent for service:		Andrew R. French 655 Broad Street, 6 th Floor Newark, New Jersey 07102

Registrant’s telephone number, including area code:		800-225-1852

Date of fiscal year end:		10/31/2025

Date of reporting period:		4/30/2025


PGIM Real Assets Fund		1
Notes to Financial Statements		11

Other Information - Form N-CSR Items 8-11