SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all the information that is important to you. You should read carefully the entire document, including the Annexes, and the additional documents we refer you to in order to fully understand the merger agreement and the transactions contemplated thereby, including the merger, the proposals to be considered and voted on by Polonia shareholders, and the voting procedures for the Polonia special meeting of shareholders. See “Where You Can Find More Information” on page [•]. Each item included in this summary refers to the page of this proxy statement/prospectus where that subject is discussed in more detail.

The Parties to the Merger (page [•])

Prudential Bancorp, Inc.
1834 West Oregon Avenue
Philadelphia, PA 19145
(215) 755-1500

Prudential Bancorp, Inc., a Pennsylvania corporation, is a bank holding company whose bank subsidiary, Prudential Savings Bank, or Prudential Bank, is a Pennsylvania-chartered savings bank headquartered in Philadelphia, Pennsylvania with six full-service branch locations. Founded in 1886, Prudential Bank’s primary business consists of attracting deposits from the general public and using those funds, together with funds it borrows, to originate loans to its customers and invest in securities such as U.S. government and agency securities and mortgage-backed securities. At June 30 , 2016, Prudential had total assets of $5 56.3 million, total deposits of $38 6.6 million and stockholders’ equity of $11 3.1 million.

Prudential’s common stock trades on the NASDAQ Global Market under the symbol “PBIP.”

Polonia Bancorp, Inc.
3993 Huntingdon Pike, 3^rd Floor
Huntingdon Valley, PA 19006
(215) 938-8000

Polonia, a Maryland corporation, is a savings and loan holding company. Its primary subsidiary, Polonia Bank, operates as a community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market areas. Polonia Bank is engaged primarily in the business of attracting deposits from the general public and using such funds to originate loans. Polonia Bank also maintains an investment portfolio. At June 30 , 2016, Polonia had total assets of $28 4.3 million, total deposits of $18 3.3 million and stockholders’ equity of $37. 4 million.

The Merger and the Merger Agreement (page [•])

On June 2, 2016, Prudential and Polonia entered into an Agreement and Plan of Merger, or the merger agreement, under which Polonia will merge with and into Prudential, with Prudential surviving the merger. Upon completion of the merger, the separate existence of Polonia will terminate and Polonia common stock will no longer be outstanding. Also under the merger agreement, substantially simultaneously with the merger, Polonia Bank will be merged with and into Prudential Bank, with Prudential Bank as the surviving entity in the bank subsidiary merger. Completion of the merger is subject to a variety of conditions, including adoption and approval of the merger agreement by Polonia shareholders. We currently expect to complete these mergers during the fourth quarter of 2016. The merger agreement is attached to this proxy statement/prospectus as Annex A and is incorporated by reference herein.

In the Merger, Polonia Shareholders Will Have a Right to Receive Shares of Prudential Common Stock, Cash or a Combination of Shares of Prudential Common Stock and Cash (page [•])

Under the terms of the merger agreement, Polonia shareholders will be entitled to elect to receive, for each share of Polonia common stock they own, either 0.7591 of a share of Prudential common stock or $11.28 in cash, subject to adjustment in certain situations. The election of shares of Prudential common stock or cash by Polonia shareholders will be subject to proration such that 50% of the issued and outstanding shares of Polonia common stock will be exchanged for Prudential common stock and 50% will be exchanged for cash. If more Polonia shareholders make valid elections to receive either shares of Prudential common stock or cash than is available as either stock or cash consideration pursuant to the terms of the merger agreement, Polonia shareholders electing the over-subscribed form of merger consideration will receive a mixture of both stock and cash consideration in accordance with the pro ration procedures set forth in the merger agreement.

Prudential will not issue any fractional shares of its common stock in the merger. Polonia shareholders who would otherwise be entitled to a fractional share of Prudential common stock will instead receive an amount in cash (rounded to the nearest cent), determined by multiplying (1) the fraction of a share (after taking into account all shares of Polonia common stock held by such shareholder at the effective time of the merger and rounded to the nearest thousandth when expressed in decimal form) of Prudential common stock to which such holder would otherwise have been entitled to receive, and (2) the quotient obtained by dividing (x) the per share cash consideration by (y) the exchange ratio (subject to adjustment under certain circumstances). For purposes of determining any fractional share interest, all shares of Polonia common stock owned by a Polonia shareholder shall be combined so as to calculate the maximum number of whole shares of Prudential common stock issuable to such Polonia shareholder pursuant to the merger agreement.

The value of the cash consideration is fixed at $11.28 per share, subject to adjustment in certain situations. However, the value of the stock consideration will fluctuate as the market price of Prudential common stock fluctuates before the completion of the merger. The market price of Prudential common stock at the completion of the merger may be more or less than the current price of Prudential common stock or the price of Prudential common stock at the time of the special meeting or at the time an election is made, and the value of the stock consideration may be more or less than the value of the cash consideration at the completion of the merger.

Set forth below is a table showing the value of the cash consideration and the hypothetical implied value of the stock consideration based on a range of market prices for Prudential common stock. The table does not reflect the fact that cash will be paid instead of fractional shares.

The examples above are illustrative only. The value of the stock consideration that a Polonia shareholder actually receives will be based on the actual closing price on the NASDAQ Global Market of Prudential common stock upon completion of the merger, which may be outside the range of the amounts set forth above, and as a result, the actual value of the stock consideration per share of Polonia common stock may not be shown in the above table.

What Holders of Polonia Stock Options Will Receive (page [•])

Under the terms of the merger agreement, upon completion of the merger, the outstanding and unexercised stock options to acquire Polonia common stock, will be exchanged for a cash payment equal to the difference between the per share cash consideration payable by Prudential to Polonia shareholders pursuant to the merger agreement and the corresponding exercise price of each such outstanding option, subject to prior receipt of any required regulatory approval or non-objection.

Treatment of Polonia Restricted Stock Awards in the Merger (page [ • ])

Under the terms of the merger agreement, upon completion of the merger, each outstanding and unvested restricted stock award previously granted by Polonia will become fully vested and be converted into the right to receive the merger consideration for the vested shares of Polonia common stock covered by such award, subject to the prior receipt of any required regulatory approval or non-objection.

In Order To Make a Valid Election, Polonia Shareholders Must Properly Complete and Deliver the Election Form (page [•])

Polonia shareholders will receive separately an election form, including transmittal materials, with instructions for making cash and stock elections. Polonia shareholders must properly complete and deliver the election form to the exchange agent. The election form is not the same as the Polonia proxy card – it is a separate form.

The Merger Is Intended to Be Tax-Free to Polonia Shareholders as to the Shares of Prudential Common Stock They Receive (page [•])

The merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Internal Revenue Code. One of the conditions to the respective obligations of Prudential and Polonia to complete the merger is that each of Prudential and Polonia receives an opinion from its respective legal counsel to that effect.

The federal income tax consequences of the merger to Polonia shareholders will depend on the merger consideration received – cash, shares of Prudential common stock, or a combination thereof. It is expected that Polonia shareholders exchanging shares of Polonia common stock solely for shares of Prudential common stock will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Polonia common stock for shares of Prudential common stock pursuant to the merger, except with respect to any cash received by a Polonia shareholder in lieu of fractional shares of Prudential common stock. Polonia shareholders exchanging shares of Polonia common stock solely for cash consideration generally will recognize gain or loss for federal income tax purposes in an amount equal to the difference between the cash received and the particular shareholder’s adjusted tax basis in the shares of Polonia common stock. Polonia shareholders exchanging shares of Polonia common stock for a combination of cash and shares of Prudential common stock generally will not recognize loss but will recognize gain, if any, equal to the lesser of (1) the excess, if any, of the sum of the cash received and the fair market value of the Prudential common stock received pursuant to the merger over that shareholder’s adjusted tax basis in his or her shares of Polonia common stock surrendered, and (2) the amount of cash consideration received by that shareholder pursuant to the merger.

This tax treatment may not apply to all Polonia shareholders. Determining the actual tax consequences of the merger to Polonia shareholders can be complicated. Polonia shareholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to them.

Comparative Market Prices of Securities (page [•])

Prudential’s common stock trades on the NASDAQ Global Market under the symbol “PBIP.” Polonia’s common stock trades on the OTC Pink Marketplace under the symbol “PBCP.” The table below presents the closing prices of Prudential common stock on June 1, 2016, the last trading day prior to the public announcement of the merger, and on [•], 2016, the last practicable trading day before the distribution of this proxy statement/prospectus. The table also presents the implied value for each share of Polonia common stock converted into shares of Prudential common stock on those dates, as determined by multiplying the closing price of Prudential common stock on those dates by the exchange ratio of 0.7591. This table also presents the value of the cash consideration proposed for each share of Polonia common stock converted into the cash consideration, which will remain a fixed amount regardless of any change in the market value of the stock consideration.

For each share of Polonia common stock converted into the stock consideration, Polonia shareholders will receive 0.7591 of a share of Prudential common stock, subject to adjustment in certain instructions. The market value of Prudential common stock and the market value of Polonia common stock may fluctuate prior to the merger. Polonia shareholders should obtain current market quotations for Prudential common stock. You can get these quotations from the Internet or by calling your broker.

The Merger Will Be Accounted for as a “Business Combination” (page [•])

The merger will be treated as a “business combination” using the acquisition method of accounting with Prudential treated as the acquirer under United States generally accepted accounting principles, or GAAP.

Special Meeting of Polonia Shareholders (page [•])

Polonia plans to hold the Polonia special meeting on [•] , 2016, at [•] a.m., local time, at 3993 Huntingdon Pike, 3rd Floor, Huntingdon Valley, Pennsylvania. At the Polonia special meeting, Polonia shareholders will be asked to approve and adopt the merger agreement and the transactions contemplated thereby, and to approve a proposal to allow the Polonia special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of approval and adoption of the merger agreement.

Polonia shareholders may vote at the Polonia special meeting if they owned Polonia common stock at the close of business on August 4 , 2016, which is the record date for the Polonia special meeting. As of that date, there were approximately 3,348,827 shares of Polonia common stock outstanding and entitled to vote. Polonia shareholders are entitled to cast one vote for each share of Polonia common stock owned on the record date.

As of the record date for the Polonia special meeting, Polonia’s directors and executive officers and their affiliates held 187,511 shares of Polonia common stock, excluding shares that may be acquired upon the exercise of outstanding stock options.

As of the record date for the Polonia special meeting, Prudential, its subsidiaries, and its directors and officers and their affiliates did not own or hold any shares of Polonia common stock (other than shares held as fiduciary, custodian or agent).

Polonia’s Board of Directors Recommends That Polonia Shareholders Vote “FOR” Approval and Adoption of the Merger Agreement and the Transactions Contemplated Thereby (page [•])

Polonia’s board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that Polonia shareholders vote “FOR” approval and adoption of the merger agreement and the transactions contemplated thereby, including the merger, and “FOR” the proposal to allow the Polonia special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of the approval and adoptions of the merger agreement.

Opinion of Polonia’s Financial Advisor (page [•])

FinPro Capital Advisors, Inc., or FinPro, Polonia’s financial advisor, delivered its opinion, dated June 2, 2016, to Polonia’s board of directors to the effect that, as of the date of the opinion and subject to factors, qualifications, limitations and assumptions set forth in the opinion, the merger consideration in connection with the proposed merger was fair, from a financial point of view, to the holders of Polonia common stock.

The full text of the written opinion of FinPro, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by FinPro in connection with its opinion, is attached as Annex B. FinPro’s opinion was for the information of, and directed to, Polonia’s board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. FinPro’s opinion is not a recommendation as to how any holder of Polonia’s common stock should vote with respect to the proposal to approve and adopt the merger agreement or any other matter. It does not address the underlying business decision of Polonia to engage in the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Polonia or the effect of any other transaction in which Polonia might engage. The FinPro opinion does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. FinPro will receive a fee for its services, including rendering the fairness opinion, in connection with the merger.

Polonia’s Directors and Executive Officers Have Interests in the Merger that Differ From Your Interests (page [•])

In considering the information contained in this proxy statement/prospectus, Polonia shareholders should be aware that Polonia’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Polonia’s shareholders. These interests include:

Assuming the merger is completed in the fourth quarter of 2016 and based on assumed merger consideration of $11.28 per share, the value of the shares of Polonia common stock subject to restricted stock awards held by directors and executive officers of Polonia would amount to $123,245 and the cash-out value of stock options to purchase shares of Polonia common stock held by such persons would amount to $275,278. Payments to Polonia’s directors and executive officers may be subject to the receipt of regulatory approval or non-objection. These interests and arrangements may create potential conflicts of interest and cause these persons to view the proposed merger transaction differently than you may view it as a shareholder.

Polonia’s board of directors was aware of these interests and took them into account in its decision to declare advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommend that Polonia shareholders approve and adopt the merger agreement.

Ownership of Prudential Common Stock Following the Merger (page [•])

It is currently expected that former shareholders of Polonia as a group will receive shares in the merger constituting approximately 13.6% of the outstanding shares of Prudential common stock immediately after completion of the merger. As a result, current shareholders of Prudential as a group will own approximately 86.4% of the outstanding shares of Prudential common stock immediately after the completion of the merger.

Polonia Shareholders Have Dissenters’ Rights in the Merger (page [•])

Under Maryland law, record holders of Polonia shares have the right to dissent from the merger and receive a payment in cash for the “fair value” of their shares of Polonia common stock as determined by an appraisal process. To exercise those dissenters’ rights, Polonia shareholders must follow exactly the procedures specified under Maryland law. These procedures are summarized in this proxy statement/prospectus. In addition, the text of the applicable provisions of Maryland law is included as Annex C to this document. Failure to strictly comply with these provisions may result in the loss of dissenters’ rights. The value determined in the appraisal process may be more or less than the value a Polonia shareholder would receive in the merger if the shareholder did not dissent.

Polonia Has Agreed When and How It Can Consider Third-Party Acquisition Proposals (page [•])

Prudential and Polonia have agreed that Polonia will not initiate, solicit, induce or encourage proposals from third parties regarding certain acquisitions of Polonia, its shares, or its businesses, take any action or facilitate the making of an acquisition proposal, or engage in related discussions, negotiations or enter into any related agreements. However, Polonia may (1) provide information in response to a request from a person who makes an unsolicited acquisition proposal, subject to such person entering into a confidentiality agreement that is no less favorable to Polonia than its confidentiality agreement with Prudential, and (2) engage or participate in discussions or negotiations with a person who makes such an unsolicited acquisition proposal; if, but only if, (A) Polonia has received a bona fide unsolicited written acquisition proposal that did not result from a breach of the merger agreement, (B) prior to taking any such action, Polonia’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes or is reasonably likely to lead to a superior proposal compared to the transactions contemplated by the merger agreement, (C) prior to furnishing or affording access to any information or data with respect to Polonia or any of its subsidiaries or otherwise relating to the unsolicited acquisition proposal, Polonia receives a confidentiality agreement with terms no less favorable to Polonia than those contained in the confidentiality agreement between Prudential and Polonia, and (D) the board of directors of Polonia determines in good faith, after consultation with and having considered the advice of its outside legal counsel, that the failure to take any such actions would be reasonably likely to violate its fiduciary duties under applicable laws. Polonia is required to provide Prudential with notice of such determination within two business days after making such determination.

Additionally, prior to the approval of the merger agreement by Polonia’s shareholders, upon the determination by Polonia’s board of directors that an unsolicited acquisition proposal constitutes a superior proposal compared to the transactions contemplated by the merger agreement, the board of directors of Polonia may change its recommendation in favor of the merger agreement (but not terminate the merger agreement) if, prior to changing its recommendation, (1) Polonia’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that failure to change its recommendation would be reasonably likely to be inconsistent with its fiduciary duties to Polonia’s shareholders, (2) Polonia provides Prudential with notice that Polonia’s board of directors intends to or may change its recommendation and provides an opportunity for Prudential to make an improved proposal, and (3) Polonia’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes a superior proposal compared to any such improved proposal by Prudential.

Unless the merger agreement is terminated before the Polonia special meeting, Polonia is required to submit the merger agreement to its shareholders.

Merger Requires Approval and Adoption of the Merger Agreement by Polonia Shareholders (page [•])

Approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the total number of shares of Polonia common stock outstanding and entitled to vote at the Polonia special meeting.

As of the record date for the Polonia special meeting, Polonia’s directors and executive officers beneficially owned approximately 187,511 shares, excluding shares that may be acquired upon the exercise of options, representing approximately 5.6% of the shares entitled to vote at the Polonia special meeting.

Conditions That Must Be Satisfied or Waived for the Merger to Occur (page [•])

Currently, Prudential and Polonia expect to complete the merger in the fourth quarter of 2016. As more fully described elsewhere in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (page [•])

The merger agreement can be terminated at any time prior to completion by mutual consent, if authorized by each of the Prudential and Polonia boards of directors, or by either party individually, in the following circumstances:

In addition, Prudential may terminate the merger agreement if Polonia has received a “superior proposal” and Polonia’s board of directors has (1) entered into an acquisition agreement with respect to the superior proposal or (2) withdrawn its recommendation regarding the merger, failed to make its recommendation or modified or qualified its recommendation in a manner adverse to Prudential. Prudential also may also terminate the merger agreement if Polonia fails to substantially comply with its obligations with respect to consideration and action upon alternative acquisition proposals.

Polonia also may terminate the merger agreement (1) if Polonia has received an acquisition proposal that Polonia’s board of directors determines to be a “superior proposal” and Polonia’s board of directors has made a determination to accept such superior proposal or (2) if the average closing price of Prudential common stock over the prior 20 trading days is less than $11.89 during the three day period following the 10^th calendar day immediately prior to the effective time of the merger and if Prudential’s common stock underperforms the NASDAQ Bank Index by more than 20%, unless Prudential elects to make a compensating adjustment to the exchange ratio.

If the merger agreement is terminated, it will become void, and there will be no liability on the part of Prudential or Polonia, except that (1) in the event of willful breach of the merger agreement, the breaching party will remain liable for any damages, costs and expenses, including without limitation, reasonable attorneys’ fees incurred by the non-breaching party in connection with the enforcement of its rights under the merger agreement, (2) designated provisions of the merger agreement, including the payment of fees and expenses and the confidential treatment of information, will survive the termination and (3) under certain circumstances, a termination of the merger agreement will obligate Polonia to pay Prudential a termination fee.

Termination Fee (page [•])

Polonia will be obligated to pay Prudential a termination fee of $1,515,000 under the following circumstances:

Regulatory Approvals Required for the Merger (page [•])

Each of Prudential and Polonia has agreed to cooperate with the other and use all reasonable efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement, including the merger and the bank merger. These approvals include approval from the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities. Prudential and Polonia have completed, or will complete, the filing of applications and notifications to obtain the required regulatory approvals. Although Prudential and Polonia do not know of any reason why these regulatory approvals cannot be obtained in a timely manner, Prudential and Polonia cannot be certain when or if they will be obtained.

The Rights of Polonia Shareholders Following the Merger Will Be Different (page [•])

The rights of Prudential shareholders are governed by Pennsylvania law and by Prudential’s articles of incorporation and bylaws. The rights of Polonia shareholders are governed by Maryland law, and by Polonia’s articles of incorporation and bylaws. Upon the completion of the merger, the rights of Polonia shareholders will be governed by Pennsylvania law, Prudential’s articles of incorporation and bylaws. Certain provisions of Prudential’s articles of incorporation and bylaws provide Prudential shareholders with different rights than provided by Polonia’s articles of incorporation and bylaws. In addition, certain provisions of the Pennsylvania Business Corporation Law, or PBCL, that are applicable to a “registered corporation” such as Prudential are not applicable to Polonia.

Litigation Relating to the Merger (page [•])

Polonia and Polonia’s directors are named as defendants in a lawsuit that is pending in connection with the merger. Prudential is also named as a defendant in this lawsuit. See “The Merger—Litigation” beginning on page [•] for more information. 

Risk Factors (page [•])

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors.”

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

Presented below for Prudential and Polonia are comparative historical and unaudited pro forma equivalent per share financial data as of and for the year ended September 30, 2015, and as of and for the nine months ended June 30 , 2016. The information presented below should be read together with the historical consolidated financial statements of Prudential and Polonia, including the related notes. The information in the table is based on, and should be read together with, the historical financial information that Prudential has presented in its filings with the SEC and the historical financial information that Polonia has presented in its financial statements included in this proxy statement/prospectus beginning at page [•]. See the section entitled “Where You Can Find More Information” beginning on page [•].

The unaudited pro forma information gives effect to the merger as if the merger had been effective on September 30, 2015 or June 30 , 2016 in the case of the book value data, and as if the merger had been effective as of October 1, 2015 or October 1, 2014 in the case of the earnings per share and the cash dividends data. The unaudited pro forma data combines the historical results of Polonia into Prudential’s consolidated financial statements. While certain adjustments were made for the estimated impact of fair value adjustments and other acquisition-related activity, they are not indicative of what could have occurred had the acquisition taken place on October 1, 2014 or October 1, 2015.

The unaudited pro forma adjustments are based upon available information and certain assumptions that Prudential and Polonia management believe are reasonable. The unaudited pro forma data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the merger or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies or asset dispositions, among other factors, nor the impact of possible business model changes. As a result, unaudited pro forma data are presented for illustrative purposes only and do not represent an attempt to predict or suggest future results. Upon completion of the merger, the operating results of Polonia will be reflected in the consolidated financial statements of Prudential on a prospective basis.

The pro forma combined book value per share of Prudential is based upon the pro forma combined common shareholders’ equity for Prudential and Polonia divided by the total pro forma common shares of the combined entity and reflects Polonia shares at the exchange ratio of 0.7591.

The pro forma combined book value per share of Prudential is based upon the pro forma combined common shareholders’ equity for Prudential and Polonia divided by the total pro forma common shares of the combined entity and reflects Polonia shares at the exchange ratio of 0.7591.

SELECTED FINANCIAL AND OTHER DATA OF PRUDENTIAL

The following summary presents selected consolidated financial data of Prudential as of and for the periods indicated. The financial data as of and for the years ended September 30, 2015, 2014, 2013, 2012 and 2011 has been derived from Prudential’s audited financial statements contained in Annual Reports on Form 10-K that Prudential has previously filed with the SEC. The financial data as of and for the nine months ended June 30 , 2016 and 2015 has been derived from Prudential’s unaudited consolidated financial statements contained in Quarterly Reports on Form 10-Q that Prudential has previously filed with the SEC. The information as of and for the nine months ended June 30 , 2016 and 2015 is unaudited and reflects only normal recurring adjustments that are, in the opinion of Prudential’s management, necessary for a fair presentation of the result for the interim periods presented. The results of operations for the nine months ended June 30, 2016 are not necessarily indicative of the results to be achieved by Prudential for all of fiscal 2016 or for any other period.

 (Footnotes on next page)

SELECTED FINANCIAL AND OTHER DATA OF POLONIA

The following summary presents Selected Consolidated Financial Data of Polonia as of and for the periods indicated. The financial data as of and for the year ended December 31, 2015 and 2014 has been derived from Polonia’s audited financial statements included in this proxy statement/prospectus. The information as of and for the year ended December 31, 2013 is derived from Polonia’s audited financial statements which are not included in this proxy statement/prospectus. The financial data as of and for the six months ended June 30 , 2016 and 2015 has been derived from Polonia’s unaudited consolidated financial statements. The information at June 30 , 2016 and for the six months ended June 30 , 2016 and 2015 is unaudited and reflects only normal recurring adjustments that are, in the opinion of Polonia’s management, necessary for a fair presentation of the result for the interim periods presented. The results of operations for the six months ended June 30 , 2016 are not necessarily indicative of the results to be achieved by Polonia for all of 2016 or for any other period.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA

The Unaudited Pro Forma Combined Condensed Consolidated Financial Information has been prepared using the acquisition method of accounting, giving effect to the merger. The Unaudited Pro Forma Combined Condensed Consolidated Statement of Financial Condition combines the historical information of Prudential and of Polonia as of June 30 , 2016 and assumes that the merger was completed on that date. The Unaudited Pro Forma Combined Condensed Consolidated Statement of Income combines the historical financial information of Prudential and of Polonia and give effect to the merger as if it had been completed as of the beginning of the periods presented. The Unaudited Pro Forma Combined Condensed Consolidated Financial Information is presented for illustrative purposes only and is not necessarily indicative of the results of income or financial condition had the merger been completed on the date described above, nor is it necessarily indicative of the results of income in future periods or the future financial condition and results of income of the combined entities. The financial information should be read in conjunction with the accompanying notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Information. Certain reclassifications have been made to Polonia historical financial information in order to conform to Prudential’s presentation of financial information.

The proposed merger is targeted for completion in the fourth quarter of 2016. There can be no assurance that the merger will be completed as anticipated. For purposes of the Unaudited Pro Forma Combined Condensed Consolidated Financial Information, the fair value of Prudential’s common stock to be issued in connection with the merger was based on Prudential’s closing stock price of $ 14.10 as of June 30 , 2016.

The Unaudited Pro Forma Combined Condensed Consolidated Financial Information includes estimated adjustments, including adjustments to record Polonia’s assets and liabilities at their respective fair values, and represents Prudential’s pro forma estimates based on available fair value information as of the date of the merger agreement. In some cases, where noted, more recent information has been used to support estimated adjustments in the pro forma financial information.

The pro forma adjustments are subject to change depending on changes in interest rates and the components of assets and liabilities and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for the merger will be determined after it is completed and after completion of thorough analyses to determine the fair value of Polonia’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the Unaudited Pro Forma Combined Condensed Consolidated Financial Information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Prudential’s statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Polonia’s stockholders’ equity, including results of operations from June 30 , 2016 through the date the merger is completed, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

We anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses. The Unaudited Pro Forma Combined Condensed Consolidated Financial Information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had Prudential and Polonia been combined during these periods.

The Unaudited Pro Forma Combined Condensed Consolidated Financial Information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Prudential, incorporated herein by reference and those of Polonia, which appear elsewhere in this document.

Polonia’s fiscal year end is December 31 and Prudential’s is September 30. In order to provide shareholders with comparable information, for purposes of the unaudited pro forma condensed combined statements of income, certain financial information for Polonia has been completed as if Polonia’s year end is September 30. To calculate operating results for the nine months ended June 30, 2016 , Polonia added the operating results for Polonia’s quarter ended December 31, 2015 to the operating results for Polonia’s six months ended June 30 , 2016. To calculate operating results for the year ended September 30, 2015, Polonia subtracted the operating results for Polonia’s quarter ended December 31, 2015 from the operating results for Polonia’s year ended December 31, 2015 and added the operating results for Polonia’s quarter ended December 31, 2014.

COMBINED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL CONDITION
(Unaudited)

At June 30 , 2016

(Dollars in Thousands, Except Per Share Data)

The accompanying notes are an integral part of these pro forma statements.

(Footnotes continued on following page)

UNAUDITED COMBINED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF INCOME

(Unaudited)

For the Nine Months Ended June 30 , 2016

(Dollars in Thousands, Except Per Share Data)