N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:	811-06677
Exact name of registrant as specified in charter:	Prudential Investment Portfolios 8
Address of principal executive offices:	655 Broad Street, 17th Floor
	Newark, New Jersey 07102
Name and address of agent for service:	Andrew R. French
	655 Broad Street, 17th Floor
	Newark, New Jersey 07102
Registrant’s telephone number, including area code:	800-225-1852
Date of fiscal year end:	9/30/2019
Date of reporting period:	3/31/2019

Item 1 –  Reports to Stockholders

PGIM QMA STOCK INDEX FUND

(Formerly known as Prudential QMA Stock Index Fund)

SEMIANNUAL REPORT

MARCH 31, 2019

COMING SOON: PAPERLESS SHAREHOLDER REPORTS

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (pgiminvestments.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 1-800-225-1852 or by sending an email request to PGIM Investments at shareholderreports@pgim.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary or follow instructions included with this notice to elect to continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-800-225-1852 or send an email request to shareholderreports@pgim.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

To enroll in e-delivery, go to pgiminvestments.com/edelivery

Objective: Provide investment results that correspond to the price and yield
performance of the S&P 500 Index

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.

The information about the Fund’s portfolio holdings is for the period covered by this report and is subject to change thereafter.

The accompanying financial statements as of March 31, 2019 were not audited and, accordingly, no auditor’s opinion is expressed on them.

Mutual funds are distributed by Prudential Investment Management Services LLC, a Prudential Financial company and member SIPC. QMA is the primary business name of QMA LLC, a wholly owned subsidiary of PGIM, Inc. (PGIM), a Prudential Financial company. ^© 2019 Prudential Financial, Inc. and its related entities. PGIM and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

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Table of Contents

Letter from the President	5
Your Fund’s Performance	6
Fees and Expenses	9
Holdings and Financial Statements	11

PGIM QMA Stock Index Fund 3

This Page Intentionally Left Blank

Letter from the President

Dear Shareholder:

We hope you find the semiannual report for PGIM QMA Stock Index Fund informative and useful. The report covers performance for the six-month period ended March 31, 2019.

We have important information to share with you. Effective June 11, 2018, Prudential Mutual Funds were renamed PGIM Funds. This renaming is

part of our ongoing effort to further build our reputation and establish our global brand, which began when our firm adopted PGIM Investments as its name in April 2017. Please note that only the Fund’s name has changed. Your Fund’s management and operation, along with its symbols, remained the same.*

Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals.

Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows us to deliver actively managed funds and strategies to meet the needs of investors around the globe.

Thank you for choosing our family of funds.

Sincerely,

Stuart S. Parker, President

PGIM QMA Stock Index Fund

May 15, 2019

*The Prudential Day One Funds did not change their names.

PGIM QMA Stock Index Fund 5

Your Fund’s Performance (unaudited)

Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgiminvestments.com or by calling (800) 225-1852.

	Total Returns as of 3/31/19 (without sales charges) Six Months* (%)	Average Annual Total Returns as of 3/31/19 (with sales charges)
		One Year (%)	Five Years (%)	Ten Years (%)	Since Inception (%)
Class A	–1.97	5.39	9.63	14.97	—
Class C	–2.27	7.33	9.65	14.63	—
Class I	–1.78	9.32	10.73	15.75	—
Class Z	–1.82	9.26	10.67	15.69	—
Class R6**	–1.80	9.32	N/A	N/A	7.78 (11/28/17)
S&P 500 Index
	–1.72	9.49	10.90	15.91	—
Lipper S&P 500 Index Funds Average
	–1.91	9.04	10.36	15.32	—

Source: PGIM Investments LLC and Lipper Inc.

*Not annualized

**Formerly known as Class Q shares.

Since Inception returns are provided for any share class with less than 10 fiscal years of returns. Since Inception returns for the Index and the Lipper Average are measured from the closest month-end to the class’ inception date.

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The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.

	Class A	Class C	Class I	Class Z	Class R6*
Maximum initial sales charge	3.25% of the public offering price	None	None	None	None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)	1.00% on sales of $1 million or more made within 12 months of purchase	1.00% on sales made within 12 months of purchase	None	None	None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)	0.30%	1.00%	None	None	None

*Formerly known as Class Q shares.

Benchmark Definitions

S&P 500 Index—The S&P 500 Index (the Index) is an unmanaged index of over 500 stocks of large US public companies. It gives a broad look at how stock prices in the United States have performed. The average annual total return for the Index measured from the month-end closest to the inception date of the Fund’s Class R6 shares is 7.31%.

Lipper S&P 500 Index Funds Average—The Lipper S&P 500 Index Funds Average (Lipper Average) is based on the average return of all funds in the Lipper S&P 500 Index Funds Average universe for the periods noted. Funds in the Lipper Average are passively managed, limited expense (management fee no higher than 0.50%) funds designed to replicate the performance of the S&P 500 Index on a reinvested basis. The average annual total return for the Lipper Average measured from the month-end closest to the inception date of the Fund’s Class R6 shares is 6.86%.

Investors cannot invest directly in an index or average. The returns for the Index would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes.

PGIM QMA Stock Index Fund 7

Your Fund’s Performance (continued)

Six-month performance broken out by S&P 500 Index sectors.

S&P 500 Index as of 3/31/19

*Sector weightings are subject to change.

Source: FactSet.

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Fees and Expenses (unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 held through the six-month period ended March 31, 2019. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of PGIM funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period

PGIM QMA Stock Index Fund 9

Fees and Expenses (continued)

and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information provided in the expense table. Additional fees have the effect of reducing investment returns.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

PGIM QMA Stock Index Fund		Beginning Account Value October 1, 2018		Ending Account Value March 31, 2019		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During  the Six-Month Period*
Class A	Actual	$	1,000.00	$	980.30		0.54	%	$	2.67
	Hypothetical	$	1,000.00	$	1,022.24		0.54	%	$	2.72
Class C	Actual	$	1,000.00	$	977.30		1.19	%	$	5.87
	Hypothetical	$	1,000.00	$	1,019.00		1.19	%	$	5.99
Class I	Actual	$	1,000.00	$	982.20		0.19	%	$	0.94
	Hypothetical	$	1,000.00	$	1,023.98		0.19	%	$	0.96
Class Z	Actual	$	1,000.00	$	981.80		0.25	%	$	1.24
	Hypothetical	$	1,000.00	$	1,023.68		0.25	%	$	1.26
Class R6**	Actual	$	1,000.00	$	982.00		0.18	%	$	0.89
	Hypothetical	$	1,000.00	$	1,024.03		0.18	%	$	0.91

* Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 182 days in the six-month period ended March 31, 2019, and divided by the 365 days in the Fund’s fiscal year ending September 30, 2019 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

**Formerly known as Class Q shares.

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Schedule of Investments (unaudited)

as of March 31, 2019

Description	Shares		Value
LONG-TERM INVESTMENTS    97.9%
COMMON STOCKS    97.6%
Aerospace & Defense    2.5%
Arconic, Inc.		16,181	$	309,219
Boeing Co. (The)		20,004		7,629,926
General Dynamics Corp.		10,512		1,779,471
Harris Corp.		4,450		710,709
Huntington Ingalls Industries, Inc.		1,700		352,240
L3 Technologies, Inc.		3,020		623,237
Lockheed Martin Corp.		9,346		2,805,295
Northrop Grumman Corp.		6,648		1,792,301
Raytheon Co.		10,744		1,956,268
Textron, Inc.		8,934		452,596
TransDigm Group, Inc.*		1,900		862,581
United Technologies Corp.		30,759		3,964,528
				23,238,371
Air Freight & Logistics    0.6%
C.H. Robinson Worldwide, Inc.		5,200		452,348
Expeditors International of Washington, Inc.		6,700		508,530
FedEx Corp.		9,216		1,671,874
United Parcel Service, Inc. (Class B Stock)		26,390		2,948,819
				5,581,571
Airlines    0.4%
Alaska Air Group, Inc.		4,400		246,928
American Airlines Group, Inc.		14,750		468,460
Delta Air Lines, Inc.		23,200		1,198,280
Southwest Airlines Co.		18,874		979,749
United Continental Holdings, Inc.*		8,500		678,130
				3,571,547
Auto Components    0.1%
Aptiv PLC		10,050		798,875
BorgWarner, Inc.		7,300		280,393
				1,079,268
Automobiles    0.4%
Ford Motor Co.		146,538		1,286,604
General Motors Co.		49,200		1,825,320
Harley-Davidson, Inc.		5,400		192,564
				3,304,488

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 11

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
Banks    5.3%
Bank of America Corp.		343,695	$	9,482,545
BB&T Corp.		29,158		1,356,722
Citigroup, Inc.		90,195		5,611,933
Citizens Financial Group, Inc.		17,000		552,500
Comerica, Inc.		6,161		451,725
Fifth Third Bancorp		26,773		675,215
First Republic Bank		5,500		552,530
Huntington Bancshares, Inc.		38,929		493,620
JPMorgan Chase & Co.		124,233		12,576,107
KeyCorp		38,335		603,776
M&T Bank Corp.		5,270		827,495
People’s United Financial, Inc.		14,000		230,160
PNC Financial Services Group, Inc. (The)		17,372		2,130,849
Regions Financial Corp.		37,174		526,012
SunTrust Banks, Inc.		17,083		1,012,168
SVB Financial Group*		2,020		449,167
U.S. Bancorp		57,295		2,761,046
Wells Fargo & Co.		156,036		7,539,659
Zions Bancorp NA		6,800		308,788
				48,142,017
Beverages    1.7%
Brown-Forman Corp. (Class B Stock)		5,850		308,763
Coca-Cola Co. (The)		145,264		6,807,071
Constellation Brands, Inc. (Class A Stock)		6,300		1,104,579
Molson Coors Brewing Co. (Class B Stock)		6,894		411,227
Monster Beverage Corp.*		14,650		799,597
PepsiCo, Inc.		53,381		6,541,842
				15,973,079
Biotechnology    2.3%
AbbVie, Inc.		56,774		4,575,417
Alexion Pharmaceuticals, Inc.*		8,600		1,162,548
Amgen, Inc.		23,896		4,539,762
Biogen, Inc.*		7,640		1,805,943
Celgene Corp.*		26,500		2,500,010
Gilead Sciences, Inc.		49,000		3,185,490
Incyte Corp.*		6,600		567,666
Regeneron Pharmaceuticals, Inc.*		2,930		1,203,117
Vertex Pharmaceuticals, Inc.*		9,760		1,795,352
				21,335,305

See Notes to Financial Statements.

12

Description	Shares		Value
COMMON STOCKS (Continued)
Building Products    0.3%
A.O. Smith Corp.		5,300	$	282,596
Allegion PLC		3,533		320,478
Fortune Brands Home & Security, Inc.		5,400		257,094
Johnson Controls International PLC		34,087		1,259,174
Masco Corp.		11,126		437,363
				2,556,705
Capital Markets    2.6%
Affiliated Managers Group, Inc.		2,100		224,931
Ameriprise Financial, Inc.		5,361		686,744
Bank of New York Mellon Corp. (The)		33,638		1,696,364
BlackRock, Inc.		4,660		1,991,544
Cboe Global Markets, Inc.		4,200		400,848
Charles Schwab Corp. (The)		44,811		1,916,118
CME Group, Inc.		13,500		2,221,830
E*TRADE Financial Corp.		9,420		437,371
Franklin Resources, Inc.		10,242		339,420
Goldman Sachs Group, Inc. (The)		13,040		2,503,550
Intercontinental Exchange, Inc.		21,540		1,640,056
Invesco Ltd.		14,200		274,202
Moody’s Corp.		6,276		1,136,521
Morgan Stanley		48,736		2,056,659
MSCI, Inc.		3,300		656,172
Nasdaq, Inc.		4,300		376,207
Northern Trust Corp.		8,362		756,008
Raymond James Financial, Inc.		4,800		385,968
S&P Global, Inc.		9,570		2,014,964
State Street Corp.		14,362		945,163
T. Rowe Price Group, Inc.		9,000		901,080
				23,561,720
Chemicals    1.9%
Air Products & Chemicals, Inc.		8,302		1,585,350
Albemarle Corp.		3,840		314,803
Celanese Corp.		4,900		483,189
CF Industries Holdings, Inc.		8,000		327,040
DowDuPont, Inc.		85,528		4,559,497
Eastman Chemical Co.		5,486		416,278
Ecolab, Inc.		9,642		1,702,199
FMC Corp.		5,300		407,146
International Flavors & Fragrances, Inc.		3,675		473,303
Linde PLC (United Kingdom)		20,928		3,681,863
LyondellBasell Industries NV (Class A Stock)		12,100		1,017,368

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 13

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
Chemicals (cont’d.)
Mosaic Co. (The)		13,200	$	360,492
PPG Industries, Inc.		9,248		1,043,822
Sherwin-Williams Co. (The)		3,176		1,367,935
				17,740,285
Commercial Services & Supplies    0.4%
Cintas Corp.		3,360		679,090
Copart, Inc.*		7,600		460,484
Republic Services, Inc.		8,235		661,929
Rollins, Inc.		4,050		168,561
Waste Management, Inc.		14,913		1,549,610
				3,519,674
Communications Equipment    1.2%
Arista Networks, Inc.*		1,850		581,751
Cisco Systems, Inc.		168,644		9,105,089
F5 Networks, Inc.*		2,300		360,939
Juniper Networks, Inc.		12,500		330,875
Motorola Solutions, Inc.		6,316		886,893
				11,265,547
Construction & Engineering    0.1%
Fluor Corp.		5,274		194,083
Jacobs Engineering Group, Inc.		4,200		315,798
Quanta Services, Inc.		5,200		196,248
				706,129
Construction Materials    0.1%
Martin Marietta Materials, Inc.		2,500		502,950
Vulcan Materials Co.		5,000		592,000
				1,094,950
Consumer Finance    0.7%
American Express Co.		26,239		2,867,923
Capital One Financial Corp.		18,066		1,475,812
Discover Financial Services		12,418		883,665
Synchrony Financial		24,065		767,673
				5,995,073

See Notes to Financial Statements.

14

Description	Shares		Value
COMMON STOCKS (Continued)
Containers & Packaging    0.3%
Avery Dennison Corp.		3,338	$	377,194
Ball Corp.(a)		12,528		724,870
International Paper Co.		15,384		711,818
Packaging Corp. of America		3,500		347,830
Sealed Air Corp.		5,636		259,594
Westrock Co.		9,033		346,415
				2,767,721
Distributors    0.1%
Genuine Parts Co.		5,599		627,256
LKQ Corp.*		10,900		309,342
				936,598
Diversified Consumer Services    0.0%
H&R Block, Inc.		7,320		175,241
Diversified Financial Services    1.6%
Berkshire Hathaway, Inc. (Class B Stock)*		73,650		14,795,548
Jefferies Financial Group, Inc.		9,200		172,868
				14,968,416
Diversified Telecommunication Services    2.0%
AT&T, Inc.		276,907		8,683,804
CenturyLink, Inc.		35,879		430,189
Verizon Communications, Inc.		156,033		9,226,231
				18,340,224
Electric Utilities    1.9%
Alliant Energy Corp.		8,800		414,744
American Electric Power Co., Inc.		18,791		1,573,746
Duke Energy Corp.		27,139		2,442,510
Edison International		12,262		759,263
Entergy Corp.		6,915		661,282
Evergy, Inc.		9,900		574,695
Eversource Energy		12,100		858,495
Exelon Corp.		36,512		1,830,347
FirstEnergy Corp.		17,777		739,701
NextEra Energy, Inc.		18,132		3,505,278
Pinnacle West Capital Corp.		4,300		410,994
PPL Corp.		26,652		845,935

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 15

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
Electric Utilities (cont’d.)
Southern Co. (The)		38,915	$	2,011,127
Xcel Energy, Inc.		19,483		1,095,139
				17,723,256
Electrical Equipment    0.5%
AMETEK, Inc.		8,800		730,136
Eaton Corp. PLC		16,493		1,328,676
Emerson Electric Co.		23,650		1,619,316
Rockwell Automation, Inc.		4,503		790,096
				4,468,224
Electronic Equipment, Instruments & Components    0.5%
Amphenol Corp. (Class A Stock)		11,400		1,076,616
Corning, Inc.		29,997		992,901
FLIR Systems, Inc.		5,100		242,658
IPG Photonics Corp.*		1,400		212,492
Keysight Technologies, Inc.*		7,000		610,400
TE Connectivity Ltd.		12,950		1,045,712
				4,180,779
Energy Equipment & Services    0.5%
Baker Hughes a GE Co.		18,845		522,383
Halliburton Co.		32,822		961,685
Helmerich & Payne, Inc.		4,200		233,352
National Oilwell Varco, Inc.		13,600		362,304
Schlumberger Ltd.		52,032		2,267,034
TechnipFMC PLC (United Kingdom)		16,000		376,320
				4,723,078
Entertainment    1.8%
Activision Blizzard, Inc.		28,600		1,302,158
Electronic Arts, Inc.*		11,500		1,168,745
Netflix, Inc.*		16,500		5,883,240
Take-Two Interactive Software, Inc.*		4,300		405,791
Viacom, Inc. (Class B Stock)		12,776		358,622
Walt Disney Co. (The)		67,416		7,485,199
				16,603,755
Equity Real Estate Investment Trusts (REITs)    2.9%
Alexandria Real Estate Equities, Inc.		4,000		570,240

See Notes to Financial Statements.

16

Description	Shares		Value
COMMON STOCKS (Continued)
Equity Real Estate Investment Trusts (REITs) (cont’d.)
American Tower Corp.		16,650	$	3,281,049
Apartment Investment & Management Co. (Class A Stock)		5,582		280,719
AvalonBay Communities, Inc.		5,311		1,066,077
Boston Properties, Inc.		5,980		800,603
Crown Castle International Corp.		15,600		1,996,800
Digital Realty Trust, Inc.		7,900		940,100
Duke Realty Corp.		13,200		403,656
Equinix, Inc.		3,126		1,416,578
Equity Residential		14,000		1,054,480
Essex Property Trust, Inc.		2,600		752,024
Extra Space Storage, Inc.		5,000		509,550
Federal Realty Investment Trust		2,800		385,980
HCP, Inc.		17,800		557,140
Host Hotels & Resorts, Inc.		27,136		512,870
Iron Mountain, Inc.		10,205		361,869
Kimco Realty Corp.		15,700		290,450
Macerich Co. (The)		3,900		169,065
Mid-America Apartment Communities, Inc.		4,200		459,186
Prologis, Inc.		23,637		1,700,682
Public Storage		5,800		1,263,124
Realty Income Corp.		11,300		831,228
Regency Centers Corp.		6,100		411,689
SBA Communications Corp.*		4,400		878,504
Simon Property Group, Inc.		11,689		2,129,853
SL Green Realty Corp.		3,400		305,728
UDR, Inc.		10,100		459,146
Ventas, Inc.		13,333		850,779
Vornado Realty Trust		6,684		450,769
Welltower, Inc.		14,100		1,094,160
Weyerhaeuser Co.		27,439		722,743
				26,906,841
Food & Staples Retailing    1.4%
Costco Wholesale Corp.		16,608		4,021,461
Kroger Co. (The)		29,868		734,753
Sysco Corp.		18,080		1,207,021
Walgreens Boots Alliance, Inc.		30,078		1,903,035
Walmart, Inc.		53,626		5,230,144
				13,096,414
Food Products    1.1%
Archer-Daniels-Midland Co.		21,059		908,275
Campbell Soup Co.		7,247		276,328

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 17

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
Food Products (cont’d.)
Conagra Brands, Inc.		17,343	$	481,095
General Mills, Inc.		22,244		1,151,127
Hershey Co. (The)		5,416		621,919
Hormel Foods Corp.		10,100		452,076
J.M. Smucker Co. (The)		4,300		500,950
Kellogg Co.		9,570		549,126
Kraft Heinz Co. (The)		23,055		752,746
Lamb Weston Holdings, Inc.		5,100		382,194
McCormick & Co., Inc.		4,600		692,898
Mondelez International, Inc. (Class A Stock)		54,766		2,733,919
Tyson Foods, Inc. (Class A Stock)		11,000		763,730
				10,266,383
Gas Utilities    0.0%
Atmos Energy Corp.		3,600		370,548
Health Care Equipment & Supplies    3.4%
Abbott Laboratories		66,113		5,285,073
ABIOMED, Inc.*		1,700		485,503
Align Technology, Inc.*		2,730		776,221
Baxter International, Inc.		18,874		1,534,645
Becton, Dickinson & Co.		10,205		2,548,495
Boston Scientific Corp.*		51,572		1,979,333
Cooper Cos., Inc. (The)		2,000		592,340
Danaher Corp.		23,330		3,080,027
DENTSPLY SIRONA, Inc.		7,700		381,843
Edwards Lifesciences Corp.*		7,870		1,505,767
Hologic, Inc.*		9,600		464,640
IDEXX Laboratories, Inc.*		3,300		737,880
Intuitive Surgical, Inc.*		4,330		2,470,611
Medtronic PLC		50,915		4,637,338
ResMed, Inc.		5,500		571,835
Stryker Corp.		11,830		2,336,662
Teleflex, Inc.		1,600		483,456
Varian Medical Systems, Inc.*		3,500		496,020
Zimmer Biomet Holdings, Inc.		7,811		997,465
				31,365,154
Health Care Providers & Services    2.7%
AmerisourceBergen Corp.		5,900		469,168
Anthem, Inc.		9,760		2,800,925
Cardinal Health, Inc.		10,973		528,350
Centene Corp.*		15,600		828,360

See Notes to Financial Statements.

18

Description	Shares		Value
COMMON STOCKS (Continued)
Health Care Providers & Services (cont’d.)
Cigna Corp.		14,468	$	2,326,744
CVS Health Corp.		48,846		2,634,265
DaVita, Inc.*		4,500		244,305
HCA Healthcare, Inc.		10,300		1,342,914
Henry Schein, Inc.*		5,600		336,616
Humana, Inc.		5,200		1,383,200
Laboratory Corp. of America Holdings*		3,900		596,622
McKesson Corp.		7,426		869,287
Quest Diagnostics, Inc.		5,200		467,584
UnitedHealth Group, Inc.		36,318		8,979,988
Universal Health Services, Inc. (Class B Stock)		3,270		437,428
WellCare Health Plans, Inc.*		1,800		485,550
				24,731,306
Health Care Technology    0.1%
Cerner Corp.*(a)		12,400		709,404
Hotels, Restaurants & Leisure    1.8%
Carnival Corp.		15,300		776,016
Chipotle Mexican Grill, Inc.*		1,000		710,310
Darden Restaurants, Inc.		4,653		565,200
Hilton Worldwide Holdings, Inc.		11,300		939,143
Marriott International, Inc. (Class A Stock)		10,640		1,330,957
McDonald’s Corp.		29,160		5,537,484
MGM Resorts International		18,000		461,880
Norwegian Cruise Line Holdings Ltd.*		8,200		450,672
Royal Caribbean Cruises Ltd.		6,500		745,030
Starbucks Corp.		46,900		3,486,546
Wynn Resorts Ltd.		3,600		429,552
Yum! Brands, Inc.		11,664		1,164,184
				16,596,974
Household Durables    0.3%
D.R. Horton, Inc.		12,900		533,802
Garmin Ltd.		4,700		405,845
Leggett & Platt, Inc.		4,800		202,656
Lennar Corp. (Class A Stock)		10,500		515,445
Mohawk Industries, Inc.*		2,340		295,191
Newell Brands, Inc.		14,427		221,310
PulteGroup, Inc.		9,611		268,723
Whirlpool Corp.		2,385		316,943
				2,759,915

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 19

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
Household Products    1.7%
Church & Dwight Co., Inc.		9,100	$	648,193
Clorox Co. (The)		4,832		775,343
Colgate-Palmolive Co.		32,760		2,245,371
Kimberly-Clark Corp.		13,116		1,625,072
Procter & Gamble Co. (The)		94,423		9,824,713
				15,118,692
Independent Power & Renewable Electricity Producers    0.1%
AES Corp.		23,400		423,072
NRG Energy, Inc.		10,500		446,040
				869,112
Industrial Conglomerates    1.5%
3M Co.		22,078		4,587,367
General Electric Co.		327,707		3,273,793
Honeywell International, Inc.		27,715		4,404,468
Roper Technologies, Inc.		3,980		1,361,040
				13,626,668
Insurance    2.3%
Aflac, Inc.		28,400		1,420,000
Allstate Corp. (The)		13,108		1,234,511
American International Group, Inc.		32,951		1,418,870
Aon PLC		9,189		1,568,562
Arthur J. Gallagher & Co.		7,100		554,510
Assurant, Inc.		2,100		199,311
Brighthouse Financial, Inc.*		4,272		155,031
Chubb Ltd.		17,323		2,426,606
Cincinnati Financial Corp.		5,907		507,411
Everest Re Group Ltd.		1,650		356,334
Hartford Financial Services Group, Inc. (The)		13,353		663,911
Lincoln National Corp.		7,951		466,724
Loews Corp.		10,517		504,080
Marsh & McLennan Cos., Inc.		19,240		1,806,636
MetLife, Inc.		37,100		1,579,347
Principal Financial Group, Inc.		9,500		476,805
Progressive Corp. (The)		22,016		1,587,134
Prudential Financial, Inc.(g)		15,600		1,433,328
Torchmark Corp.		3,733		305,919
Travelers Cos., Inc. (The)		9,931		1,362,136

See Notes to Financial Statements.

20

Description	Shares		Value
COMMON STOCKS (Continued)
Insurance (cont’d.)
Unum Group		7,426	$	251,222
Willis Towers Watson PLC		4,900		860,685
				21,139,073
Interactive Media & Services    4.7%
Alphabet, Inc. (Class A Stock)*		11,390		13,404,777
Alphabet, Inc. (Class C Stock)*		11,692		13,718,341
Facebook, Inc. (Class A Stock)*		91,060		15,178,791
TripAdvisor, Inc.*		3,800		195,510
Twitter, Inc.*		26,700		877,896
				43,375,315
Internet & Direct Marketing Retail    3.6%
Amazon.com, Inc.*		15,670		27,904,352
Booking Holdings, Inc.*		1,800		3,140,838
eBay, Inc.		32,540		1,208,536
Expedia Group, Inc.		4,400		523,600
				32,777,326
IT Services    5.0%
Accenture PLC (Class A Stock)		24,170		4,254,403
Akamai Technologies, Inc.*		5,900		423,089
Alliance Data Systems Corp.		1,890		330,712
Automatic Data Processing, Inc.		16,548		2,643,378
Broadridge Financial Solutions, Inc.		4,400		456,236
Cognizant Technology Solutions Corp. (Class A Stock)		21,700		1,572,165
DXC Technology Co.		10,659		685,480
Fidelity National Information Services, Inc.		12,400		1,402,440
Fiserv, Inc.*		14,800		1,306,544
FleetCor Technologies, Inc.*		3,360		828,542
Gartner, Inc.*		3,470		526,330
Global Payments, Inc.		6,100		832,772
International Business Machines Corp.		34,474		4,864,281
Jack Henry & Associates, Inc.		2,900		402,346
Mastercard, Inc. (Class A Stock)		34,360		8,090,062
Paychex, Inc.		12,125		972,425
PayPal Holdings, Inc.*		44,400		4,610,496
Total System Services, Inc.		6,271		595,808
VeriSign, Inc.*		4,100		744,396

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 21

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
IT Services (cont’d.)
Visa, Inc. (Class A Stock)		66,410	$	10,372,578
Western Union Co. (The)		16,152		298,328
				46,212,811
Leisure Products    0.1%
Hasbro, Inc.		4,454		378,679
Mattel, Inc.*		12,713		165,269
				543,948
Life Sciences Tools & Services    1.1%
Agilent Technologies, Inc.		11,898		956,361
Illumina, Inc.*		5,570		1,730,543
IQVIA Holdings, Inc.*		6,100		877,485
Mettler-Toledo International, Inc.*		1,030		744,690
PerkinElmer, Inc.		4,270		411,457
Thermo Fisher Scientific, Inc.		15,262		4,177,515
Waters Corp.*		2,750		692,203
				9,590,254
Machinery    1.5%
Caterpillar, Inc.		21,856		2,961,269
Cummins, Inc.		5,606		885,019
Deere & Co.		12,180		1,946,851
Dover Corp.		5,562		521,716
Flowserve Corp.		4,300		194,102
Fortive Corp.		10,950		918,596
Illinois Tool Works, Inc.		11,446		1,642,844
Ingersoll-Rand PLC		9,200		993,140
PACCAR, Inc.		13,164		896,995
Parker-Hannifin Corp.		5,068		869,770
Pentair PLC		5,946		264,657
Snap-on, Inc.		2,242		350,918
Stanley Black & Decker, Inc.		5,688		774,535
Wabtec Corp.		3,960		291,931
Xylem, Inc.		6,850		541,424
				14,053,767
Media    1.3%
CBS Corp. (Class B Stock)		12,476		592,984
Charter Communications, Inc. (Class A Stock)*		6,730		2,334,704
Comcast Corp. (Class A Stock)		170,720		6,825,386

See Notes to Financial Statements.

22

Description	Shares		Value
COMMON STOCKS (Continued)
Media (cont’d.)
Discovery, Inc. (Class A Stock)*		5,500	$	148,610
Discovery, Inc. (Class C Stock)*		13,300		338,086
DISH Network Corp. (Class A Stock)*		7,700		244,013
Fox Corp. (Class A Stock)*		13,166		483,324
Fox Corp. (Class B Stock)*		6,166		221,236
Interpublic Group of Cos., Inc. (The)		14,388		302,292
News Corp. (Class A Stock)		13,275		165,141
News Corp. (Class B Stock)		4,100		51,209
Omnicom Group, Inc.		8,534		622,897
				12,329,882
Metals & Mining    0.2%
Freeport-McMoRan, Inc.		52,792		680,489
Newmont Mining Corp.		19,897		711,716
Nucor Corp.		11,812		689,230
				2,081,435
Multiline Retail    0.5%
Dollar General Corp.		10,100		1,204,930
Dollar Tree, Inc.*		8,942		939,268
Kohl’s Corp.		5,950		409,182
Macy’s, Inc.		10,782		259,091
Nordstrom, Inc.		3,800		168,644
Target Corp.		19,782		1,587,703
				4,568,818
Multi-Utilities    1.1%
Ameren Corp.		8,969		659,670
CenterPoint Energy, Inc.		18,479		567,305
CMS Energy Corp.		10,500		583,170
Consolidated Edison, Inc.		11,851		1,005,083
Dominion Energy, Inc.		29,350		2,249,971
DTE Energy Co.		6,887		859,084
NiSource, Inc.		13,700		392,642
Public Service Enterprise Group, Inc.		18,994		1,128,434
Sempra Energy		10,278		1,293,589
WEC Energy Group, Inc.		11,733		927,846
				9,666,794
Oil, Gas & Consumable Fuels    4.8%
Anadarko Petroleum Corp.		18,936		861,209

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 23

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
Oil, Gas & Consumable Fuels (cont’d.)
Apache Corp.		13,448	$	466,108
Cabot Oil & Gas Corp.		15,100		394,110
Chevron Corp.		72,122		8,883,988
Cimarex Energy Co.		3,700		258,630
Concho Resources, Inc.		7,700		854,392
ConocoPhillips		43,557		2,906,994
Devon Energy Corp.		16,700		527,052
Diamondback Energy, Inc.		5,300		538,109
EOG Resources, Inc.		22,100		2,103,478
Exxon Mobil Corp.		160,052		12,932,201
Hess Corp.		9,334		562,187
HollyFrontier Corp.		5,900		290,693
Kinder Morgan, Inc.		73,980		1,480,340
Marathon Oil Corp.		29,778		497,590
Marathon Petroleum Corp.		25,876		1,548,679
Noble Energy, Inc.		17,100		422,883
Occidental Petroleum Corp.		28,476		1,885,111
ONEOK, Inc.		15,500		1,082,520
Phillips 66		15,928		1,515,868
Pioneer Natural Resources Co.		6,600		1,005,048
Valero Energy Corp.		15,900		1,348,797
Williams Cos., Inc. (The)		44,792		1,286,426
				43,652,413
Personal Products    0.2%
Coty, Inc. (Class A Stock)(a)		15,900		182,850
Estee Lauder Cos., Inc. (The) (Class A Stock)		8,270		1,369,099
				1,551,949
Pharmaceuticals    4.7%
Allergan PLC		11,795		1,726,906
Bristol-Myers Squibb Co.		61,679		2,942,705
Eli Lilly & Co.		33,297		4,320,619
Johnson & Johnson		101,289		14,159,189
Merck & Co., Inc.		97,993		8,150,078
Mylan NV*		18,700		529,958
Nektar Therapeutics*		5,900		198,240
Perrigo Co. PLC		4,100		197,456
Pfizer, Inc.		210,563		8,942,610
Zoetis, Inc.		18,000		1,812,060
				42,979,821

See Notes to Financial Statements.

24

Description	Shares		Value
COMMON STOCKS (Continued)
Professional Services    0.3%
Equifax, Inc.		4,530	$	536,805
IHS Markit Ltd.*		13,500		734,130
Nielsen Holdings PLC		12,400		293,508
Robert Half International, Inc.		4,700		306,252
Verisk Analytics, Inc.		6,300		837,900
				2,708,595
Real Estate Management & Development    0.1%
CBRE Group, Inc. (Class A Stock)*		11,800		583,510
Road & Rail    1.0%
CSX Corp.		29,618		2,216,019
J.B. Hunt Transport Services, Inc.		3,450		349,450
Kansas City Southern		3,800		440,724
Norfolk Southern Corp.		10,231		1,912,072
Union Pacific Corp.		27,836		4,654,179
				9,572,444
Semiconductors & Semiconductor Equipment    3.8%
Advanced Micro Devices, Inc.*(a)		32,100		819,192
Analog Devices, Inc.		14,047		1,478,728
Applied Materials, Inc.		36,988		1,466,944
Broadcom, Inc.		15,269		4,591,541
Intel Corp.		171,948		9,233,607
KLA-Tencor Corp.		5,690		679,443
Lam Research Corp.		5,862		1,049,357
Maxim Integrated Products, Inc.		9,400		499,798
Microchip Technology, Inc.(a)		8,860		735,025
Micron Technology, Inc.*(a)		42,016		1,736,521
NVIDIA Corp.		23,020		4,133,471
Qorvo, Inc.*		4,571		327,878
QUALCOMM, Inc.		45,500		2,594,865
Skyworks Solutions, Inc.		6,900		569,112
Texas Instruments, Inc.		35,652		3,781,608
Xilinx, Inc.		9,600		1,217,184
				34,914,274
Software    6.3%
Adobe, Inc.*		18,550		4,943,390
ANSYS, Inc.*		3,200		584,672
Autodesk, Inc.*		8,420		1,312,004
Cadence Design Systems, Inc.*		10,400		660,504

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 25

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Shares		Value
COMMON STOCKS (Continued)
Software (cont’d.)
Citrix Systems, Inc.		4,900	$	488,334
Fortinet, Inc.*		4,900		411,453
Intuit, Inc.		9,850		2,574,889
Microsoft Corp.		291,772		34,411,590
Oracle Corp.		96,140		5,163,679
Red Hat, Inc.*		6,800		1,242,360
salesforce.com, Inc.*		28,960		4,586,395
Symantec Corp.		23,317		536,058
Synopsys, Inc.*		5,500		633,325
				57,548,653
Specialty Retail    2.3%
Advance Auto Parts, Inc.		2,750		468,957
AutoZone, Inc.*		990		1,013,879
Best Buy Co., Inc.		8,500		604,010
CarMax, Inc.*		6,500		453,700
Foot Locker, Inc.		4,000		242,400
Gap, Inc. (The)		7,913		207,162
Home Depot, Inc. (The)		42,664		8,186,795
L Brands, Inc.		7,622		210,215
Lowe’s Cos., Inc.		30,396		3,327,450
O’Reilly Automotive, Inc.*		2,980		1,157,134
Ross Stores, Inc.		14,300		1,331,330
Tiffany & Co.		4,270		450,698
TJX Cos., Inc. (The)		46,428		2,470,434
Tractor Supply Co.		4,700		459,472
Ulta Beauty, Inc.*		2,120		739,308
				21,322,944
Technology Hardware, Storage & Peripherals    3.9%
Apple, Inc.		169,948		32,281,623
Hewlett Packard Enterprise Co.		52,502		810,106
HP, Inc.		59,602		1,158,067
NetApp, Inc.		9,600		665,664
Seagate Technology PLC		9,800		469,322
Western Digital Corp.		10,925		525,055
Xerox Corp.		7,325		234,253
				36,144,090
Textiles, Apparel & Luxury Goods    0.7%
Capri Holdings Ltd.*		5,600		256,200
Hanesbrands, Inc.		13,400		239,592

See Notes to Financial Statements.

26

Description	Shares		Value
COMMON STOCKS (Continued)
Textiles, Apparel & Luxury Goods (cont’d.)
NIKE, Inc. (Class B Stock)		47,774	$	4,023,049
PVH Corp.		3,000		365,850
Ralph Lauren Corp.		2,000		259,360
Tapestry, Inc.		10,700		347,643
Under Armour, Inc. (Class A Stock)*		6,800		143,752
Under Armour, Inc. (Class C Stock)*		6,367		120,145
VF Corp.		12,236		1,063,431
				6,819,022
Tobacco    1.0%
Altria Group, Inc.		71,079		4,082,067
Philip Morris International, Inc.		58,579		5,177,798
				9,259,865
Trading Companies & Distributors    0.2%
Fastenal Co.		10,900		700,979
United Rentals, Inc.*		3,000		342,750
W.W. Grainger, Inc.		1,734		521,813
				1,565,542
Water Utilities    0.1%
American Water Works Co., Inc.		7,000		729,820
TOTAL COMMON STOCKS (cost $229,799,294)				895,662,797
EXCHANGE-TRADED FUND    0.3%
iShares Core S&P 500 ETF (cost $2,344,531)		9,800		2,788,688
TOTAL LONG-TERM INVESTMENTS (cost $232,143,825)				898,451,485
SHORT-TERM INVESTMENTS    2.6%
AFFILIATED MUTUAL FUNDS    2.5%
PGIM Core Ultra Short Bond Fund(w)		17,651,487		17,651,487
PGIM Institutional Money Market Fund (cost $4,903,381; includes $4,874,241 of cash collateral for securities on loan)(b)(w)		4,902,644		4,903,624
TOTAL AFFILIATED MUTUAL FUNDS (cost $22,554,868)				22,555,111

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 27

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
U.S. TREASURY OBLIGATION    0.1%
U.S. Treasury Bills(k) (cost $994,641)		2.458	%(n)		06/20/19		1,000	$	994,747
TOTAL SHORT-TERM INVESTMENTS (cost $23,549,509)									23,549,858
TOTAL INVESTMENTS    100.5% (cost $255,693,334)									922,001,343
Liabilities in excess of other assets(z)    (0.5)%									(4,202,045	)
NET ASSETS    100.0%								$	917,799,298

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

ETF—Exchange-Traded Fund

LIBOR—London Interbank Offered Rate

NASDAQ—National Association of Securities Dealers Automated Quotations

REIT(s)—Real Estate Investment Trust(s)

S&P—Standard & Poor’s

* Non-income producing security.

# Principal amount is shown in U.S. dollars unless otherwise stated.

(a) All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $4,891,181; cash collateral of $4,874,241 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b) Represents security purchased with cash collateral received for securities on loan and includes dividend reinvestment.

(g) An affiliated security.

(k) Represents security, or a portion thereof, segregated as collateral for centrally cleared/exchange-traded derivatives.

(n) Rate shown reflects yield to maturity at purchased date.

(w) PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund and PGIM Institutional Money Market Fund.

(z) Includes net unrealized appreciation/(depreciation) and/or market value of the below holdings which are excluded from the Schedule of Investments:

Futures contracts outstanding at March 31, 2019:

Number of Contracts		Type	Expiration Date		Current Notional Amount		Value / Unrealized Appreciation (Depreciation)
		Long Positions:
	27	S&P 500 E-Mini Index		Jun. 2019	$	3,831,030	$	59,336
	23	S&P 500 Index		Jun. 2019		16,317,350		372,970
							$	432,306

See Notes to Financial Statements.

28

Summary of Collateral for Centrally Cleared/Exchange-traded Derivatives:

Cash and securities segregated as collateral to cover requirements for open centrally cleared/exchange-traded derivatives are listed by broker as follows:

Broker	Cash and/or Foreign Currency		Securities Market Value
UBS Securities LLC	$	—	$	994,747

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 March 31, 2019 in valuing such portfolio securities:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks
Aerospace & Defense	$	23,238,371	$	—	$	—
Air Freight & Logistics		5,581,571		—		—
Airlines		3,571,547		—		—
Auto Components		1,079,268		—		—
Automobiles		3,304,488		—		—
Banks		48,142,017		—		—
Beverages		15,973,079		—		—
Biotechnology		21,335,305		—		—
Building Products		2,556,705		—		—
Capital Markets		23,561,720		—		—
Chemicals		17,740,285		—		—
Commercial Services & Supplies		3,519,674		—		—
Communications Equipment		11,265,547		—		—
Construction & Engineering		706,129		—		—
Construction Materials		1,094,950		—		—
Consumer Finance		5,995,073		—		—
Containers & Packaging		2,767,721		—		—
Distributors		936,598		—		—
Diversified Consumer Services		175,241		—		—
Diversified Financial Services		14,968,416		—		—
Diversified Telecommunication Services		18,340,224		—		—
Electric Utilities		17,723,256		—		—
Electrical Equipment		4,468,224		—		—
Electronic Equipment, Instruments & Components		4,180,779		—		—
Energy Equipment & Services		4,723,078		—		—

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 29

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

	Level 1		Level 2		Level 3
Investments in Securities (continued)
Common Stocks (continued)
Entertainment	$	16,603,755	$	—	$	—
Equity Real Estate Investment Trusts (REITs)		26,906,841		—		—
Food & Staples Retailing		13,096,414		—		—
Food Products		10,266,383		—		—
Gas Utilities		370,548		—		—
Health Care Equipment & Supplies		31,365,154		—		—
Health Care Providers & Services		24,731,306		—		—
Health Care Technology		709,404		—		—
Hotels, Restaurants & Leisure		16,596,974		—		—
Household Durables		2,759,915		—		—
Household Products		15,118,692		—		—
Independent Power & Renewable Electricity Producers		869,112		—		—
Industrial Conglomerates		13,626,668		—		—
Insurance		21,139,073		—		—
Interactive Media & Services		43,375,315		—		—
Internet & Direct Marketing Retail		32,777,326		—		—
IT Services		46,212,811		—		—
Leisure Products		543,948		—		—
Life Sciences Tools & Services		9,590,254		—		—
Machinery		14,053,767		—		—
Media		12,329,882		—		—
Metals & Mining		2,081,435		—		—
Multiline Retail		4,568,818		—		—
Multi-Utilities		9,666,794		—		—
Oil, Gas & Consumable Fuels		43,652,413		—		—
Personal Products		1,551,949		—		—
Pharmaceuticals		42,979,821		—		—
Professional Services		2,708,595		—		—
Real Estate Management & Development		583,510		—		—
Road & Rail		9,572,444		—		—
Semiconductors & Semiconductor Equipment		34,914,274		—		—
Software		57,548,653		—		—
Specialty Retail		21,322,944		—		—
Technology Hardware, Storage & Peripherals		36,144,090		—		—
Textiles, Apparel & Luxury Goods		6,819,022		—		—
Tobacco		9,259,865		—		—
Trading Companies & Distributors		1,565,542		—		—
Water Utilities		729,820		—		—
Exchange-Traded Fund		2,788,688		—		—
Affiliated Mutual Funds		22,555,111		—		—
U.S. Treasury Obligation		—		994,747		—
Other Financial Instruments*
Futures Contracts		432,306		—		—
Total	$	921,438,902	$	994,747	$	—

See Notes to Financial Statements.

30

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and centrally cleared swap contracts, which are recorded at the unrealized appreciation (depreciation) on the instrument, and OTC swap contracts which are recorded at fair value.

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of March 31, 2019 were as follows:

Software	6.3	%
Banks	5.3
IT Services	5.0
Oil, Gas & Consumable Fuels	4.8
Interactive Media & Services	4.7
Pharmaceuticals	4.7
Technology Hardware, Storage & Peripherals	3.9
Semiconductors & Semiconductor Equipment	3.8
Internet & Direct Marketing Retail	3.6
Health Care Equipment & Supplies	3.4
Equity Real Estate Investment Trusts (REITs)	2.9
Health Care Providers & Services	2.7
Capital Markets	2.6
Aerospace & Defense	2.5
Affiliated Mutual Funds (0.5% represents investments purchased with collateral from securities on loan)	2.5
Biotechnology	2.3
Specialty Retail	2.3
Insurance	2.3
Diversified Telecommunication Services	2.0
Chemicals	1.9
Electric Utilities	1.9
Entertainment	1.8
Hotels, Restaurants & Leisure	1.8
Beverages	1.7
Household Products	1.7
Diversified Financial Services	1.6
Machinery	1.5
Industrial Conglomerates	1.5
Food & Staples Retailing	1.4
Media	1.3
Communications Equipment	1.2
Food Products	1.1
Multi-Utilities	1.1
Life Sciences Tools & Services	1.1
Road & Rail	1.0
Tobacco	1.0
Textiles, Apparel & Luxury Goods	0.7

Consumer Finance	0.7	%
Air Freight & Logistics	0.6
Energy Equipment & Services	0.5
Multiline Retail	0.5
Electrical Equipment	0.5
Electronic Equipment, Instruments & Components	0.5
Airlines	0.4
Commercial Services & Supplies	0.4
Automobiles	0.4
Exchange-Traded Fund	0.3
Containers & Packaging	0.3
Household Durables	0.3
Professional Services	0.3
Building Products	0.3
Metals & Mining	0.2
Trading Companies & Distributors	0.2
Personal Products	0.2
Construction Materials	0.1
Auto Components	0.1
U.S. Treasury Obligation	0.1
Distributors	0.1
Independent Power & Renewable Electricity Producers	0.1
Water Utilities	0.1
Health Care Technology	0.1
Construction & Engineering	0.1
Real Estate Management & Development	0.1
Leisure Products	0.1
Gas Utilities	0.0	*
Diversified Consumer Services	0.0	*
	100.5
Liabilities in excess of other assets	(0.5	)
	100.0	%

* Less than +/- 0.05%

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 31

Schedule of Investments (unaudited) (continued)

as of March 31, 2019

Effects of Derivative Instruments on the Financial Statements and Primary Underlying Risk Exposure:

The Fund invested in derivative instruments during the reporting period. The primary type of risk associated with these derivative instruments is equity contracts risk. The effect of such derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of March 31, 2019 as presented in the Statement of Assets and Liabilities:

	Asset Derivatives				Liability Derivatives
Derivatives not accounted for as hedging instruments, carried at fair value	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Equity contracts	Due from/to broker— variation margin futures	$	432,306	*	—	$	—

* Includes cumulative appreciation (depreciation) as reported in the schedule of open futures and centrally cleared swap contracts. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the six months ended March 31, 2019 are as follows:

Amount of Realized Gain (Loss) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Futures
Equity contracts	$	(683,146	)

Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Futures
Equity contracts	$	353,467

For the six months ended March 31, 2019, the Fund’s average volume of derivative activities is as follows:

Futures

Contracts—

Long

Positions(1)

$19,324,317

(1) Notional Amount in USD.

See Notes to Financial Statements.

32

Financial Instruments/Transactions—Summary of Offsetting and Netting Arrangements:

The Fund entered into financial instruments/transactions during the reporting period that are either offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements that permit offsetting. The information about offsetting and related netting arrangements for financial instruments/transactions, where the legal right to set-off exists, is presented in the summary below.

Offsetting of financial instrument/transaction assets and liabilities:

Description	Gross Market Value of Recognized Assets/(Liabilities)		Collateral Pledged/(Received)(1)			Net Amount
Securities on Loan	$	4,891,181	$	(4,874,241	)	$	16,940

(1) Collateral amount disclosed by the Fund is limited to the market value of financial instruments/transactions.

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 33

Statement of Assets & Liabilities (unaudited)

as of March 31, 2019

Assets
Investments at value, including securities on loan of $4,891,181:
Unaffiliated investments (cost $232,656,816)	$	898,012,904
Affiliated investments (cost $23,036,518)		23,988,439
Receivable for investments sold		1,173,963
Dividends and interest receivable		797,332
Receivable for Fund shares sold		457,246
Due from broker—variation margin futures		119,280
Prepaid expenses and other assets		3,606
Total Assets		924,552,770
Liabilities
Payable to broker for collateral for securities on loan		4,874,241
Payable for Fund shares reacquired		1,458,575
Accrued expenses and other liabilities		170,894
Distribution fee payable		145,345
Management fee payable		61,122
Affiliated transfer agent fee payable		43,295
Total Liabilities		6,753,472
Net Assets	$	917,799,298
Net assets were comprised of:
Shares of beneficial interest, at par	$	20,020
Paid-in capital in excess of par		186,860,331
Total distributable earnings (loss)		730,918,947
Net assets, March 31, 2019	$	917,799,298

See Notes to Financial Statements.

34

Class A
Net asset value and redemption price per share, ($254,238,181 ÷ 5,552,357 shares of beneficial interest issued and outstanding)	$	45.79
Maximum sales charge (3.25% of offering price)		1.54
Maximum offering price to public	$	47.33
Class C
Net asset value, offering price and redemption price per share, ($95,892,929 ÷ 2,110,909 shares of beneficial interest issued and outstanding)	$	45.43
Class I
Net asset value, offering price and redemption price per share, ($234,420,605 ÷ 5,103,432 shares of beneficial interest issued and outstanding)	$	45.93
Class Z
Net asset value, offering price and redemption price per share, ($322,553,390 ÷ 7,020,257 shares of beneficial interest issued and outstanding)	$	45.95
Class R6
Net asset value, offering price and redemption price per share, ($10,694,193 ÷ 232,736 shares of beneficial interest issued and outstanding)	$	45.95

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 35

Statement of Operations (unaudited)

Six Months Ended March 31, 2019

Net Investment Income (Loss)
Income
Unaffiliated dividend income	$	9,300,671
Affiliated dividend income		236,954
Income from securities lending, net (including affiliated income of $6,266)		14,038
Interest income		11,322
Total income		9,562,985
Expenses
Management fee		687,747
Distribution fee(a)		852,983
Transfer agent’s fees and expenses (including affiliated expense of $112,664)(a)		473,836
Custodian and accounting fees		57,361
Registration fees(a)		44,890
Shareholders’ reports		29,907
Trustees’ fees		13,986
Legal fees and expenses		13,550
Audit fee		12,264
Miscellaneous		15,829
Total expenses		2,202,353
Less: Fee waiver and/or expense reimbursement(a)		(326,683	)
Net expenses		1,875,670
Net investment income (loss)		7,687,315
Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on:
Investment transactions (including affiliated of $110,403)		71,956,303
Futures transactions		(683,146	)
		71,273,157
Net change in unrealized appreciation (depreciation) on:
Investments (including affiliated of $(287,955))		(106,991,026	)
Futures		353,467
		(106,637,559	)
Net gain (loss) on investment transactions		(35,364,402	)
Net Increase (Decrease) In Net Assets Resulting From Operations	$	(27,677,087	)

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

	Class A			Class C			Class I			Class Z			Class R6
Distribution fee		374,249			478,734			—			—			—
Transfer agent’s fees and expenses		151,339			26,729			84,670			211,057			41
Registration fees		9,250			10,581			8,727			8,906			7,426
Fee waiver and/or expense reimbursement		(87,362	)		(33,514	)		(84,639	)		(113,621	)		(7,547	)

See Notes to Financial Statements.

36

Statements of Changes in Net Assets (unaudited)

	Six Months Ended March 31, 2019			Year Ended September 30, 2018
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	7,687,315		$	15,737,781
Net realized gain (loss) on investment transactions		71,273,157			149,023,023
Net change in unrealized appreciation (depreciation) on investments		(106,637,559	)		7,889,061
Net increase (decrease) in net assets resulting from operations		(27,677,087	)		172,649,865
Dividends and Distributions
Distributions from distributable earnings*
Class A		(44,754,652	)		—
Class C		(16,634,670	)		—
Class I		(44,901,740	)		—
Class Z		(58,968,362	)		—
Class R6		(324,875	)		—
		(165,584,299	)		—
Dividends from net investment income*
Class A					(3,579,338	)
Class C					(876,609	)
Class I					(5,308,178	)
Class Z					(6,219,386	)
Class R6					(150	)
		*			(15,983,661	)
Distributions from net realized gains*
Class A					(12,245,362	)
Class C					(4,458,137	)
Class I					(15,438,690	)
Class Z					(18,580,627	)
Class R6					(445	)
		*			(50,723,261	)

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 37

Statements of Changes in Net Assets (unaudited) (continued)

	Six Months Ended March 31, 2019			Year Ended September 30, 2018
Fund share transactions (Net of share conversions)
Net proceeds from shares sold	$	88,969,560		$	124,404,893
Net asset value of shares issued in reinvestment of dividends and distributions		164,718,849			66,310,557
Cost of shares reacquired		(188,408,972	)		(360,793,391	)
Net increase (decrease) in net assets from Fund share transactions		65,279,437			(170,077,941	)
Total increase (decrease)		(127,981,949	)		(64,134,998	)
Net Assets:
Beginning of period		1,045,781,247			1,109,916,245
End of period(a)	$	917,799,298		$	1,045,781,247
(a) Includes undistributed/(distributions in excess of) net investment income of:	$	*		$	15,895,549

* For the period ended March 31, 2019, the disclosures have been revised to reflect revisions to Regulation S-X adopted by the SEC in 2018 (refer to Note 9).

See Notes to Financial Statements.

38

Notes to Financial Statements (unaudited)

Prudential Investment Portfolios 8 (the “Trust”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a diversified open-end management investment company. The Trust consists of one fund: PGIM QMA Stock Index Fund (the “Fund”). Effective June 11, 2018, the Fund’s name was changed by replacing “Prudential” with “PGIM” and the Fund’s Class Q shares were renamed Class R6 shares.

The investment objective of the Fund is to provide investment results that correspond to the price and yield performance of the Standard & Poor’s 500 Composite Stock Price Index.

1. Accounting Policies

The Fund follows 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 accounting policies conform to U.S. generally accepted accounting principles. The Fund consistently follows such policies in the preparation of its financial statements.

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the 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. The Trust’s Board of Trustees (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. 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. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.

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 Schedule of

PGIM QMA Stock Index Fund 39

Notes to Financial Statements (unaudited) (continued)

Investments and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820—Fair Value Measurements and Disclosures.

Common and preferred stocks, exchange-traded funds, and derivative instruments, such as futures or options, 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 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, non-exchange-traded mutual funds 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.

Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies 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.

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; any available analyst media or other reports or information deemed reliable by the Manager 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.

Illiquid Securities: Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of net assets. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may

40

find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur transaction costs that would not be incurred in the sale of securities that were freely marketable.

Restricted Securities: Securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer are considered restricted as to disposition under federal securities law (“restricted securities”). Such restricted securities are valued pursuant to the valuation procedures noted above. Restricted securities that would otherwise be considered illiquid investments pursuant to the Fund’s LRMP because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. Therefore, these Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act of 1933, may be classified higher than “illiquid” under the LRMP (i.e. “moderately liquid” or “less liquid” investments). However, the liquidity of the Fund’s investments in restricted securities could be impaired if trading does not develop or declines.

Financial Futures Contracts: A financial futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery on a future date. Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount. This amount is known as the “initial margin.” Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security. Such variation margin is recorded for financial statement purposes on a daily basis as unrealized gain (loss). When the contract expires or is closed, the gain (loss) is realized and is presented in the Statement of Operations as net realized gain (loss) on futures transactions.

The Fund invested in financial futures contracts in order to hedge its existing portfolio securities, or securities the Fund intends to purchase, against fluctuations in value caused by changes in prevailing interest rates. Should interest rates move unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets. Since futures contracts are exchange-traded, there is minimal counterparty credit risk to the Fund since the exchanges’ clearinghouse acts as counterparty to all exchange-traded futures and guarantees the futures contracts against default.

Master Netting Arrangements: The Trust, on behalf of the Fund,is subject to various Master Agreements, or netting arrangements, with select counterparties. These are agreements which a Subadviser may have negotiated and entered into on behalf of the Fund. A master netting arrangement between the Fund and the counterparty permits the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable. In addition to master netting arrangements, the right to set-off exists when all

PGIM QMA Stock Index Fund 41

Notes to Financial Statements (unaudited) (continued)

the conditions are met such that each of the parties owes the other determinable amounts, the reporting party has the right to set-off the amount owed with the amount owed by the other party, the reporting party intends to set-off and the right of set-off is enforceable by law. During the reporting period, there was no intention to settle on a net basis and all amounts are presented on a gross basis on the Statement of Assets and Liabilities.

Securities Lending: The Fund lends its portfolio securities to banks and broker-dealers. The loans are secured by collateral at least equal to the market value of the securities loaned. Collateral pledged by each borrower is invested in an affiliated money market fund and is marked to market daily, based on the previous day’s market value, such that the value of the collateral exceeds the value of the loaned securities. In the event of significant appreciation in value of securities on loan on the last business day of the reporting period, the financial statements may reflect a collateral value that is less than the market value of the loaned securities. Such shortfall is remedied as described above. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities in the open market using the collateral.

The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The borrower receives all interest and dividends from the securities loaned and such payments are passed back to the lender in amounts equivalent thereto. The Fund also continues to recognize any unrealized gain (loss) in the market price of the securities loaned and on the change in the value of the collateral invested that may occur during the term of the loan. In addition, realized gain (loss) is recognized on changes in the value of the collateral invested upon liquidation of the collateral. Net earnings from securities lending are disclosed on the Statement of Operations as “Income from securities lending, net”.

Equity and Mortgage Real Estate Investment Trusts (collectively equity REITs): The Fund invests in equity REITs, which report information on the source of their distributions annually. Based on current and historical information, a portion of distributions received from equity REITs during the period is estimated to be dividend income, capital gain or return of capital and recorded accordingly. When material, these estimates are adjusted periodically when the actual source of distributions is disclosed by the equity REITs.

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. Expenses are recorded on an accrual basis, which may require the use of certain estimates

42

by management that may differ from actual. 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. Class specific expenses 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: The Fund expects to pay dividends from net investment income and distributions from net realized capital gains, if any, annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified amongst total distributable earnings (loss) and paid-in capital in excess of par, as appropriate.

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

2. Agreements

The Trust, on behalf of the Fund, has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the Subadviser’s performance of such services. In addition, under the management agreement, PGIM Investments provides all of the administrative functions necessary for the organization, operation and management of the Fund. PGIM Investments administers the corporate affairs of the Fund and, in connection therewith, furnishes the Fund with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by the Fund’s custodian and the Fund’s transfer agent. PGIM Investments is also responsible for the staffing and management of dedicated groups of legal, marketing, compliance and related personnel necessary for the operation of the Fund. The legal, marketing, compliance and related personnel are also responsible for the management and oversight of the various service providers to the Fund, including, but not limited to, the custodian, transfer agent, and accounting agent.

PGIM QMA Stock Index Fund 43

Notes to Financial Statements (unaudited) (continued)

PGIM Investments has entered into a subadvisory agreement with QMA LLC (formerly known as Quantitative Management Associates, LLC) (“QMA”). The subadvisory agreement provides that QMA will furnish investment advisory services in connection with the management of the Fund. In connection therewith, QMA is obligated to keep certain books and records of the Fund. PGIM Investments pays for the services of QMA, the cost of compensation of officers of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.15% of the Fund’s average daily net assets up to and including $1 billion and 0.10% of such average daily net assets in excess of $1 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.15% for the six months ended March 31, 2019.

The Manager has contractually agreed, through January 31, 2020 to waive a portion of its management fee so that the effective management fee for the Fund will be 0.08% of the average daily net assets of the Fund. Separately, the Manager has contractually agreed, through January 31, 2020, to limit transfer agency, shareholder servicing, sub-transfer agency and blue sky fees, as applicable, to the extent that such fees cause the total annual operating expenses to exceed 0.18% of average daily net assets for Class R6 shares. This contractual expense limitation excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales. Expenses waived/reimbursed by the Manager in accordance with this agreement may be recouped by the Manager within the same fiscal year during which such waiver/reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.

Where applicable, the Manager agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives similar 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 PGIM Investments may be recouped by PGIM Investments 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 recoupment for the fiscal year.

The Trust, 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 I, Class Z and Class R6 shares of the Fund. The Fund compensates PIMS for

44

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. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class I, Class Z and Class R6 shares of the Fund.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.30% and 1% of the average daily net assets of the Class A and Class C shares, respectively.

For the reporting period ended March 31, 2019, PIMS received $54,272 in front-end sales charges resulting from sales of Class A shares. Additionally, for the reporting period ended March 31, 2019, PIMS received $5,524 in contingent deferred sales charges imposed upon redemptions by certain Class C shareholders. From these fees, PIMS paid such sales charges to broker-dealers, who in turn paid commissions to salespersons and incurred other distribution costs.

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

3. 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. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

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, and/or common officers. Pursuant to the Rule 17a-7 procedures and consistent with guidance issued by the SEC, the Trust’s Chief Compliance Officer (“CCO”) prepares a quarterly summary of all such transactions for submission to the Board, together with the CCO’s written representation that all such 17a-7 transactions were effected in accordance with the Fund’s Rule 17a-7 procedures. Any 17a-7 transactions for the reporting period are disclosed in the “Portfolio Securities” note, below.

The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), and its securities lending cash collateral in the PGIM Institutional Money Market Fund (the “Money Market Fund”), each a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Through the Fund’s investments in the mentioned underlying funds, PGIM Investments and/or its affiliates are paid fees or reimbursed for providing their services. Earnings from the Core Fund and Money Market Fund are disclosed on the Statement of Operations as “Affiliated dividend

PGIM QMA Stock Index Fund 45

Notes to Financial Statements (unaudited) (continued)

income” and “Income from securities lending, net”, respectively.

4. 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 March 31, 2019, were $14,729,817 and $108,586,327, respectively.

A summary of the cost of purchases and proceeds from sales of shares of affiliated investments for the reporting period ended March 31, 2019, 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
	Prudential Financial, Inc.
$	1,783,232	$	—	$	174,226	$	(288,154	)	$	112,476		$	1,433,328		15,600	$	31,080
	PGIM Core Ultra Short Bond Fund*
	18,381,265		67,901,207		68,630,985		—			—			17,651,487		17,651,487		205,874
	PGIM Institutional Money Market Fund*
	3,424,103		69,907,440		68,426,045		199			(2,073	)		4,903,624		4,902,644		6,266	**
$	23,588,600	$	137,808,647	$	137,231,256	$	(287,955	)	$	110,403		$	23,988,439			$	243,220

* The Fund did not have any capital gain distributions during the reporting period.

** This amount is included in “Income from securities lending, net” on the Statement of Operations.

For the reporting period ended March 31, 2019, no 17a-7 transactions were entered into by the Fund.

5. Tax Information

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of March 31, 2019 were as follows:

Tax Basis	$	261,815,656
Gross Unrealized Appreciation		669,458,236
Gross Unrealized Depreciation		(8,840,243	)
Net Unrealized Appreciation	$	660,617,993

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

46

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 financial statements for the current reporting period. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

6. Capital and Ownership

The Fund offers Class A, Class C, Class I, Class Z and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 3.25%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“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 10 years after purchase. Class I, Class Z and Class R6 shares are not subject to any sales or redemption charge 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.

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

As of March 31, 2019, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned 241 Class R6 shares of the Fund. At reporting period end, three shareholders of record, each holding greater than 5% of the Fund, held 30% of the Fund’s outstanding shares.

PGIM QMA Stock Index Fund 47

Notes to Financial Statements (unaudited) (continued)

Transactions in shares of beneficial interest were as follows:

Class A	Shares			Amount
Six months ended March 31, 2019:
Shares sold		267,757		$	12,084,227
Shares issued in reinvestment of dividends and distributions		1,055,599			44,155,701
Shares reacquired		(617,908	)		(27,788,881	)
Net increase (decrease) in shares outstanding before conversion		705,448			28,451,047
Shares issued upon conversion from other share class(es)		9,598			464,986
Shares reacquired upon conversion into other share class(es)		(2,322	)		(111,176	)
Net increase (decrease) in shares outstanding		712,724		$	28,804,857
Year ended September 30, 2018:
Shares sold		322,414		$	17,210,353
Shares issued in reinvestment of dividends and distributions		299,134			15,536,992
Shares reacquired		(925,553	)		(49,570,977	)
Net increase (decrease) in shares outstanding before conversion		(304,005	)		(16,823,632	)
Shares issued upon conversion from other share class(es)		16,322			891,027
Shares reacquired upon conversion into other share class(es)		(28,722	)		(1,554,356	)
Net increase (decrease) in shares outstanding		(316,405	)	$	(17,486,961	)
Class C
Six months ended March 31, 2019:
Shares sold		170,084		$	7,651,232
Shares issued in reinvestment of dividends and distributions		399,106			16,590,836
Shares reacquired		(323,709	)		(14,501,075	)
Net increase (decrease) in shares outstanding before conversion		245,481			9,740,993
Shares reacquired upon conversion into other share class(es)		(54,038	)		(2,402,025	)
Net increase (decrease) in shares outstanding		191,443		$	7,338,968
Year ended September 30, 2018:
Shares sold		319,490		$	16,927,644
Shares issued in reinvestment of dividends and distributions		103,128			5,320,388
Shares reacquired		(289,134	)		(15,338,071	)
Net increase (decrease) in shares outstanding before conversion		133,484			6,909,961
Shares reacquired upon conversion into other share class(es)		(53,562	)		(2,939,825	)
Net increase (decrease) in shares outstanding		79,922		$	3,970,136

48

Class I	Shares			Amount
Six months ended March 31, 2019:
Shares sold		357,686		$	16,561,913
Shares issued in reinvestment of dividends and distributions		1,068,995			44,812,293
Shares reacquired		(1,365,614	)		(62,668,969	)
Net increase (decrease) in shares outstanding before conversion		61,067			(1,294,763	)
Shares reacquired upon conversion into other share class(es)		(5,101	)		(266,484	)
Net increase (decrease) in shares outstanding		55,966		$	(1,561,247	)
Year ended September 30, 2018:
Shares sold		707,654		$	38,223,432
Shares issued in reinvestment of dividends and distributions		397,716			20,717,008
Shares reacquired		(2,462,699	)		(129,320,520	)
Net increase (decrease) in shares outstanding before conversion		(1,357,329	)		(70,380,080	)
Shares issued upon conversion from other share class(es)		1,239			70,037
Shares reacquired upon conversion into other share class(es)		(20,436	)		(1,109,058	)
Net increase (decrease) in shares outstanding		(1,376,526	)	$	(71,419,101	)
Class Z
Six months ended March 31, 2019:
Shares sold		931,776		$	42,169,003
Shares issued in reinvestment of dividends and distributions		1,403,175			58,835,143
Shares reacquired		(1,804,750	)		(82,769,350	)
Net increase (decrease) in shares outstanding before conversion		530,201			18,234,796
Shares issued upon conversion from other share class(es)		50,952			2,300,121
Shares reacquired upon conversion into other share class(es)		(343	)		(16,213	)
Net increase (decrease) in shares outstanding		580,810		$	20,518,704
Year ended September 30, 2018:
Shares sold		965,932		$	51,963,615
Shares issued in reinvestment of dividends and distributions		474,771			24,735,574
Shares reacquired		(3,102,160	)		(166,543,375	)
Net increase (decrease) in shares outstanding before conversion		(1,661,457	)		(89,844,186	)
Shares issued upon conversion from other share class(es)		99,833			5,495,274
Shares reacquired upon conversion into other share class(es)		(16,202	)		(888,551	)
Net increase (decrease) in shares outstanding		(1,577,826	)	$	(85,237,463	)
Class R6
Six months ended March 31, 2019:
Shares sold		237,742		$	10,503,185
Shares issued in reinvestment of dividends and distributions		7,748			324,876
Shares reacquired		(15,111	)		(680,697	)
Net increase (decrease) in shares outstanding before conversion		230,379			10,147,364
Shares issued upon conversion from other share class(es)		671			30,791
Net increase (decrease) in shares outstanding		231,050		$	10,178,155
Period ended September 30, 2018*:
Shares sold		1,402		$	79,849
Shares issued in reinvestment of dividends and distributions		11			595
Shares reacquired		(371	)		(20,448	)
Net increase (decrease) in shares outstanding before conversion		1,042			59,996
Shares issued upon conversion from other share class(es)		644			35,452
Net increase (decrease) in shares outstanding		1,686		$	95,448

* Commencement of offering was November 28, 2017.

PGIM QMA Stock Index Fund 49

Notes to Financial Statements (unaudited) (continued)

7. Borrowings

The Trust, on behalf of the Fund, along with other affiliated registered investment companies (the “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 SCA provides for a commitment of $900 million for the period October 4, 2018 through October 3, 2019. The Funds pay an annualized commitment fee of 0.15% of the unused portion of the SCA. The Fund’s portion of the commitment fee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paid quarterly. Prior to October 4, 2018, the Funds had another SCA that provided a commitment of $900 million and the Funds paid an annualized commitment fee of 0.15% of the unused portion of the SCA. The interest on borrowings under both SCAs is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate 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 Funds in the SCA equitably.

The Fund utilized the SCA during the reporting period ended March 31, 2019. The balance for the 1 day that the Fund had a loan outstanding during the period was $16,903,000, borrowed at an interest rate of 3.63%. At March 31, 2019, the Fund did not have an outstanding loan amount.

8. Risks of Investing in the Fund

The Fund’s risks include, but are not limited to, some or all of the risks discussed below:

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 derivative transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Some derivatives are “leveraged” and therefore may magnify or otherwise increase investment losses to the Fund. 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 OTC

50

derivative instruments will not have liquidity beyond the counterparty to the instrument. OTC derivative instruments also involve the risk that the other party will not meet its obligations to the Fund.

Equity and Equity-Related Securities Risks: The value of a particular security could go down and you could lose money. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. The Fund’s holdings can vary significantly from broad market indexes and the performance of the Fund can deviate from the performance of these indexes. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.

Market and Credit 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 an investment in the Fund will decline. Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

9. Recent Accounting Pronouncements and Reporting Updates

In August 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation S-X to update and simplify the disclosure requirements for registered investment companies by eliminating requirements that are redundant or duplicative of US GAAP requirements or other SEC disclosure requirements. The new amendments require the presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and the total, rather than the components, of dividends from net investment income and distributions from net realized gains on the Statements of Changes in Net Assets. The amendments also removed the requirement for the parenthetical disclosure of undistributed net investment income on the Statements of Changes in Net Assets and certain tax adjustments that were reflected in the Notes to Financial Statements. The Manager has adopted the amendments and reflected them in the Fund’s financial statements.

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certain fair value measurement disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the Fund’s policy for the timing of transfers between levels. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Manager has evaluated the implications of certain provisions of the ASU and has determined to early adopt aspects related to the removal and modification of certain fair value measurement disclosures under the ASU effective immediately. At this time, the Manager is evaluating the implications of certain

PGIM QMA Stock Index Fund 51

Notes to Financial Statements (unaudited) (continued)

other provisions of the ASU related to new disclosure requirements and any impact on the financial statement disclosures has not yet been determined.

52

Financial Highlights (unaudited)

Class A Shares
	Six Months Ended March 31,			Year Ended September 30,
	2019			2018			2017			2016			2015			2014
Per Share Operating Performance(a):
Net Asset Value, Beginning of Period		$57.19			$51.67			$45.37			$40.91			$43.97			$37.45
Income (loss) from investment operations:
Net investment income (loss)		0.36			0.73			0.71			0.69			0.65			0.61
Net realized and unrealized gain (loss) on investment transactions		(2.37	)		7.91			7.23			5.27			(0.93	)		6.47
Total from investment operations		(2.01	)		8.64			7.94			5.96			(0.28	)		7.08
Less Dividends and Distributions:
Dividends from net investment income		(1.04	)		(0.70	)		(0.74	)		(0.84	)		(0.63	)		(0.47	)
Distributions from net realized gains		(8.35	)		(2.42	)		(0.90	)		(0.66	)		(2.15	)		(0.09	)
Total dividends and distributions		(9.39	)		(3.12	)		(1.64	)		(1.50	)		(2.78	)		(0.56	)
Net asset value, end of period		$45.79			$57.19			$51.67			$45.37			$40.91			$43.97
Total Return(b):		(1.97)%			17.34%			17.97%			14.85%			(1.06)%			19.09%
Ratios/Supplemental Data:
Net assets, end of period (000)		$254,238			$276,785			$266,434			$238,671			$200,334			$197,250
Average net assets (000)		$250,174			$272,887			$257,269			$222,230			$210,562			$184,199
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		0.54%	(e)		0.52%			0.52%			0.53%			0.54%			0.53%
Expenses before waivers and/or expense reimbursement		0.61%	(e)		0.59%			0.59%			0.60%			0.61%			0.67%
Net investment income (loss)		1.55%	(e)		1.36%			1.49%			1.61%			1.49%			1.47%
Portfolio turnover rate(f)		2%			2%			4%			4%			6%			4%

(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 generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(c) Effective October 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

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

(e) Annualized.

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

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 53

Financial Highlights (unaudited) (continued)

Class C Shares
	Six Months Ended March 31,			Year Ended September 30,
	2019			2018			2017			2016			2015			2014
Per Share Operating Performance(a):
Net Asset Value, Beginning of Period		$56.50			$51.19			$44.97			$40.56			$43.64			$37.18
Income (loss) from investment operations:
Net investment income (loss)		0.21			0.37			0.40			0.41			0.37			0.35
Net realized and unrealized gain (loss) on investment transactions		(2.33	)		7.83			7.18			5.22			(0.94	)		6.45
Total from investment operations		(2.12	)		8.20			7.58			5.63			(0.57	)		6.80
Less Dividends and Distributions:
Dividends from net investment income		(0.60	)		(0.47	)		(0.46	)		(0.56	)		(0.36	)		(0.25	)
Distributions from net realized gains		(8.35	)		(2.42	)		(0.90	)		(0.66	)		(2.15	)		(0.09	)
Total dividends and distributions		(8.95	)		(2.89	)		(1.36	)		(1.22	)		(2.51	)		(0.34	)
Net asset value, end of period		$45.43			$56.50			$51.19			$44.97			$40.56			$43.64
Total Return(b):		(2.27)%			16.56%			17.24%			14.10%			(1.70)%			18.38%
Ratios/Supplemental Data:
Net assets, end of period (000)		$95,893			$108,459			$94,169			$72,100			$49,462			$38,749
Average net assets (000)		$96,010			$102,726			$85,397			$61,856			$46,945			$34,419
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		1.19%	(e)		1.18%			1.16%			1.18%			1.19%			1.16%
Expenses before waivers and/or expense reimbursement		1.26%	(e)		1.25%			1.23%			1.25%			1.26%			1.30%
Net investment income (loss)		0.90%	(e)		0.70%			0.85%			0.96%			0.85%			0.84%
Portfolio turnover rate(f)		2%			2%			4%			4%			6%			4%

(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 generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(c) Effective October 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

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

(e) Annualized.

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

See Notes to Financial Statements.

54

Class I Shares
	Six Months Ended March 31,			Year Ended September 30,
	2019			2018			2017			2016			2015			2014
Per Share Operating Performance(a):
Net Asset Value, Beginning of Period		$57.50			$51.89			$45.54			$41.07			$44.14			$37.57
Income (loss) from investment operations:
Net investment income (loss)		0.45			0.91			0.88			0.84			0.81			0.75
Net realized and unrealized gain (loss) on investment transactions		(2.41	)		7.95			7.26			5.29			(0.97	)		6.51
Total from investment operations		(1.96	)		8.86			8.14			6.13			(0.16	)		7.26
Less Dividends and Distributions:
Dividends from net investment income		(1.26	)		(0.83	)		(0.89	)		(1.00	)		(0.76	)		(0.60	)
Distributions from net realized gains		(8.35	)		(2.42	)		(0.90	)		(0.66	)		(2.15	)		(0.09	)
Total dividends and distributions		(9.61	)		(3.25	)		(1.79	)		(1.66	)		(2.91	)		(0.69	)
Net asset value, end of period		$45.93			$57.50			$51.89			$45.54			$41.07			$44.14
Total Return(b):		(1.80)%			17.72%			18.40%			15.23%			(0.77)%			19.54%
Ratios/Supplemental Data:
Net assets, end of period (000)		$234,421			$290,252			$333,339			$334,673			$295,412			$255,507
Average net assets (000)		$242,622			$289,170			$339,473			$323,821			$291,839			$241,829
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		0.19%	(e)		0.18%			0.18%			0.19%			0.19%			0.19%
Expenses before waivers and/or expense reimbursement		0.26%	(e)		0.25%			0.25%			0.26%			0.26%			0.33%
Net investment income (loss)		1.90%	(e)		1.69%			1.86%			1.96%			1.83%			1.81%
Portfolio turnover rate(f)		2%			2%			4%			4%			6%			4%

(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 generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(c) Effective October 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

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

(e) Annualized.

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

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 55

Financial Highlights (unaudited) (continued)

Class Z Shares
	Six Months Ended March 31,			Year Ended September 30,
	2019			2018			2017			2016			2015			2014
Per Share Operating Performance(a):
Net Asset Value, Beginning of Period		$57.49			$51.88			$45.54			$41.07			$44.12			$37.57
Income (loss) from investment operations:
Net investment income (loss)		0.44			0.88			0.85			0.82			0.78			0.73
Net realized and unrealized gain (loss) on investment transactions		(2.41	)		7.95			7.25			5.28			(0.94	)		6.49
Total from investment operations		(1.97	)		8.83			8.10			6.10			(0.16	)		7.22
Less Dividends and Distributions:
Dividends from net investment income		(1.22	)		(0.80	)		(0.86	)		(0.97	)		(0.74	)		(0.58	)
Distributions from net realized gains		(8.35	)		(2.42	)		(0.90	)		(0.66	)		(2.15	)		(0.09	)
Total dividends and distributions		(9.57	)		(3.22	)		(1.76	)		(1.63	)		(2.89	)		(0.67	)
Net asset value, end of period		$45.95			$57.49			$51.88			$45.54			$41.07			$44.12
Total Return(b):		(1.82)%			17.67%			18.31%			15.16%			(0.78)%			19.42%
Ratios/Supplemental Data:
Net assets, end of period (000)		$322,553			$370,188			$415,974			$396,421			$388,796			$425,001
Average net assets (000)		$325,575			$392,699			$412,869			$390,514			$442,546			$424,209
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		0.25%	(e)		0.24%			0.24%			0.25%			0.25%			0.25%
Expenses before waivers and/or expense reimbursement		0.32%	(e)		0.31%			0.31%			0.32%			0.32%			0.39%
Net investment income (loss)		1.84%	(e)		1.63%			1.77%			1.89%			1.78%			1.75%
Portfolio turnover rate(f)		2%			2%			4%			4%			6%			4%

(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 generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(c) Effective October 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

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

(e) Annualized.

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

See Notes to Financial Statements.

56

Class R6 Shares
	Six Months Ended March 31, 2019			November 28, 2017(a) through September 30, 2018
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$57.52			$54.26
Income (loss) from investment operations:
Net investment income (loss)		0.44			0.70
Net realized and unrealized gain (loss) on investment transactions		(2.40	)		5.79
Total from investment operations		(1.96	)		6.49
Less Dividends and Distributions:
Dividends from net investment income		(1.26	)		(0.81	)
Distributions from net realized gains		(8.35	)		(2.42	)
Total dividends and distributions		(9.61	)		(3.23	)
Net asset value, end of period		$45.95			$57.52
Total Return(c):		(1.80)%			12.57%
Ratios/Supplemental Data:
Net assets, end of period (000)		$10,694			$97
Average net assets (000)		$5,135			$23
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement		0.18%	(e)		0.18%	(e)
Expenses before waivers and/or expense reimbursement		0.47%	(e)		146.02%	(e)
Net investment income (loss)		1.96%	(e)		1.55%	(e)
Portfolio turnover rate(f)		2%			2%

(a) Commencement of offering.

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

(c) 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 generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

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

(e) Annualized.

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

See Notes to Financial Statements.

PGIM QMA Stock Index Fund 57

∎ MAIL	∎ TELEPHONE	∎ WEBSITE
655 Broad Street Newark, NJ 07102	(800) 225-1852	pgiminvestments.com

PROXY VOTING

The Board of Trustees of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website.

TRUSTEES

Ellen S. Alberding • Kevin J. Bannon • Scott E. Benjamin • Linda W. Bynoe • Barry H. Evans • Keith F. Hartstein • Laurie Simon Hodrick • Michael S. Hyland • Stuart S. Parker • Brian K. Reid • Grace C. Torres

OFFICERS

Stuart S. Parker, President • Scott E. Benjamin, Vice President • Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer • Raymond A. O’Hara, Chief Legal Officer • Chad A. Earnst, Chief Compliance Officer • Dino Capasso, Deputy Chief Compliance Officer • Andrew R. French, Secretary • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • Diana N. Huffman, Assistant Secretary • Peter Parrella, Assistant Treasurer • Lana Lomuti, Assistant Treasurer • Linda McMullin, Assistant Treasurer • Kelly A. Coyne, Assistant Treasurer • Charles H. Smith, Anti-Money Laundering Compliance Officer

MANAGER	PGIM Investments LLC	655 Broad Street Newark, NJ 07102
SUBADVISER	QMA LLC	Gateway Center Two 100 Mulberry Street Newark, NJ 07102
DISTRIBUTOR	Prudential Investment Management Services LLC	655 Broad Street Newark, NJ 07102
CUSTODIAN	The Bank of New York Mellon	240 Greenwich Street New York, NY 10286
TRANSFER AGENT	Prudential Mutual Fund Services LLC	PO Box 9658 Providence, RI 02940
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	KPMG LLP	345 Park Avenue New York, NY 10154
FUND COUNSEL	Willkie Farr & Gallagher LLP	787 Seventh Avenue New York, NY 10019

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgiminvestments.com or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing.

E-DELIVERY

To receive your mutual fund documents online, go to pgiminvestments.com/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above.

SHAREHOLDER COMMUNICATIONS WITH TRUSTEES

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, PGIM QMA Stock Index Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to the same address. Communications are not screened before being delivered to the addressee.

AVAILABILITY OF PORTFOLIO SCHEDULE

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at sec.gov. Beginning with reporting periods on or after March 31, 2019, Form N-PORT will replace Form N-Q. Form N-PORT will be filed with the Securities and Exchange Commission quarterly, and each Fund’s full portfolio holdings as of its first and third quarters of each fiscal year will be made publicly available 60 days after the end of each quarter. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month no sooner than 15 days after the end of the month.

Mutual Funds:

ARE NOT INSURED BY THE FDIC OR ANY
FEDERAL GOVERNMENT AGENCY MAY LOSE VALUE ARE NOT A DEPOSIT OF OR GUARANTEED
BY ANY BANK OR ANY BANK AFFILIATE

PGIM QMA STOCK INDEX FUND

SHARE CLASS	A	C	I	Z	R6*
NASDAQ	PSIAX	PSICX	PDSIX	PSIFX	PQSIX
CUSIP	74441F108	74441F306	74441F405	74441F504	74441F702

* Formerly known as Class Q shares.

MF174E2

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 –  Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 –  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.

Item 8 –  Portfolio Managers of Closed-End Management Investment Companies – Not applicable.

Item 9 –  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.

Item 10 –  Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 –  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 that occurred during the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 –  Exhibits

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

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

(3) Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – 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 8
By:	/s/ Andrew R. French
	Andrew R. French
	Secretary
Date:	May 14, 2019

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:	May 14, 2019
By:	/s/ Christian J. Kelly
	Christian J. Kelly
	Treasurer and Principal Financial and Accounting Officer
Date:	May 14, 2019

EX-99.CERT

Item 12

Prudential Investment Portfolios 8

Semi-Annual period ending 3/31/19

File No. 811-06677

CERTIFICATIONS

I, Stuart S. Parker, certify that:

1. I have reviewed this report on Form N-CSR of the above named Fund(s);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

1

a) All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 14, 2019

/s/ Stuart S. Parker

Stuart S. Parker

President and Principal Executive Officer

2

Item 12

Prudential Investment Portfolios 8

Semi-Annual period ending 3/31/19

File No. 811-06677

CERTIFICATIONS

I, Christian J. Kelly, certify that:

1. I have reviewed this report on Form N-CSR of the above named Fund(s);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

3

a) All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 14, 2019

/s/ Christian J. Kelly

Christian J. Kelly

Treasurer and Principal Financial and

Accounting Officer

4

EX-99.906CERT

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Name of Issuer:                 Prudential Investment Portfolios 8

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his or her knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

May 14, 2019	/s/ Stuart S. Parker
	Stuart S. Parker
	President and Principal Executive Officer
May 14, 2019	/s/ Christian J. Kelly
	Christian J. Kelly
	Treasurer and Principal Financial and Accounting Officer