Prudential Government Money Market Fund, Inc.
N-CSRSfalse0000067590N-1Asemi-annual shareholder reportsemi-annual shareholder reportsemi-annual shareholder reporttruesemi-annual shareholder report 0000067590 2024-08-01 2025-01-31 0000067590 cik0000067590:C000012411Member 2024-08-01 2025-01-31 0000067590 cik0000067590:C000012410Member 2024-08-01 2025-01-31 0000067590 cik0000067590:C000012412Member 2024-08-01 2025-01-31 0000067590 cik0000067590:C000242850Member 2024-08-01 2025-01-31 0000067590 cik0000067590:C000012411Member 2025-01-31 0000067590 cik0000067590:C000012411Member cik0000067590:LiabilitiesInExcessOfOtherAssetsMember 2025-01-31 0000067590 cik0000067590:C000012411Member us-gaap:RepurchaseAgreementsMember 2025-01-31 0000067590 cik0000067590:C000012411Member cik0000067590:USGovernmentAgencyObligationsMember 2025-01-31 0000067590 cik0000067590:C000012411Member cik0000067590:USTreasuryObligationsMember 2025-01-31 0000067590 cik0000067590:C000012411Member cik0000067590:TotalMember 2025-01-31 0000067590 cik0000067590:C000012410Member 2025-01-31 0000067590 cik0000067590:C000012410Member us-gaap:RepurchaseAgreementsMember 2025-01-31 0000067590 cik0000067590:C000012410Member cik0000067590:USGovernmentAgencyObligationsMember 2025-01-31 0000067590 cik0000067590:C000012410Member cik0000067590:USTreasuryObligationsMember 2025-01-31 0000067590 cik0000067590:C000012410Member cik0000067590:LiabilitiesInExcessOfOtherAssetsMember 2025-01-31 0000067590 cik0000067590:C000012410Member cik0000067590:TotalMember 2025-01-31 0000067590 cik0000067590:C000012412Member 2025-01-31 0000067590 cik0000067590:C000012412Member cik0000067590:TotalMember 2025-01-31 0000067590 cik0000067590:C000012412Member us-gaap:RepurchaseAgreementsMember 2025-01-31 0000067590 cik0000067590:C000012412Member cik0000067590:USGovernmentAgencyObligationsMember 2025-01-31 0000067590 cik0000067590:C000012412Member cik0000067590:USTreasuryObligationsMember 2025-01-31 0000067590 cik0000067590:C000012412Member cik0000067590:LiabilitiesInExcessOfOtherAssetsMember 2025-01-31 0000067590 cik0000067590:C000242850Member 2025-01-31 0000067590 cik0000067590:C000242850Member cik0000067590:TotalMember 2025-01-31 0000067590 cik0000067590:C000242850Member us-gaap:RepurchaseAgreementsMember 2025-01-31 0000067590 cik0000067590:C000242850Member cik0000067590:USGovernmentAgencyObligationsMember 2025-01-31 0000067590 cik0000067590:C000242850Member cik0000067590:USTreasuryObligationsMember 2025-01-31 0000067590 cik0000067590:C000242850Member cik0000067590:LiabilitiesInExcessOfOtherAssetsMember 2025-01-31 iso4217:USD xbrli:pure cik0000067590:Holding
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:  
811-02619
Exact name of registrant as specified in charter:   Prudential Government Money Market Fund, Inc.
Address of principal executive offices:   655 Broad Street, 6
th
Floor
  Newark, New Jersey 07102
Name and address of agent for service:   Andrew R. French
  655 Broad Street, 6
th
Floor
  Newark, New Jersey 07102
Registrant’s telephone number, including area code:  
800-225-1852
Date of fiscal year end:   07/31/2025
Date of reporting period:   01/31/2025

Item 1 – Reports to Stockholders
 
  (a)
Report transmitted to stockholders pursuant to Rule
30e-1
under the Act (17 CFR
270.30e-1).

PGIM Government Money Market Fund
Class A
: PBMXX –PURCHASE
Class A
: MJAXX –EXCHANGE
SEMIANNUAL SHAREHOLDER REPORT – January 31, 2025
This
semiannual shareholder report
contains important information about the Class A shares of PGIM Government Money Market Fund (the
“Fund”) for the period of August 1, 2024 to January 31, 2025.
You can find additional information about the Fund at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
. You can also request
this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?
(Based on a hypothetical $10,000 investment)
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
PGIM Government Money Market Fund—Class A
$35
0.68%
WHAT ARE SOME KEY FUND STATISTICS AS OF 1/31/2025?
Fund’s net assets
$
301,648,677
Number of fund holdings
67
MF108E2A

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 1/31/2025?
Security Allocation
% of Net
Assets
Repurchase Agreements
53.2%
U.S. Government Agency Obligations
34.7%
U.S. Treasury Obligations
12.7%
 
100.6%
Liabilities in excess of other assets
(0.6)%
 
100.0%
ADDITIONAL INFORMATION
You can find additional information at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
or by scanning the QR code below,
including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by
contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
To receive your fund documents online, go to
pgim.com/investments/resource/edelivery
and enroll.
PGIM Government Money Market Fund –PURCHASE
SHARE CLASS
A
NASDAQ
PBMXX
CUSIP
74440W409
PGIM Government Money Market Fund –EXCHANGE
SHARE CLASS
A
NASDAQ
MJAXX
CUSIP
74440W102
MF108E2A


PGIM Government Money Market Fund
Class C
: MJCXX -EXCHANGE
SEMIANNUAL SHAREHOLDER REPORT – January 31, 2025
This
semiannual shareholder report
contains important information about the Class C shares of PGIM Government Money Market Fund (the
“Fund”) for the period of August 1, 2024 to January 31, 2025.
You can find additional information about the Fund at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
. You can also request
this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?
(Based on a hypothetical $10,000 investment)
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
PGIM Government Money Market Fund—Class C
$39
0.76%
WHAT ARE SOME KEY FUND STATISTICS AS OF 1/31/2025?
Fund’s net assets
$
301,648,677
Number of fund holdings
67
MF108E2C

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 1/31/2025?
Security Allocation
% of Net
Assets
Repurchase Agreements
53.2%
U.S. Government Agency Obligations
34.7%
U.S. Treasury Obligations
12.7%
 
100.6%
Liabilities in excess of other assets
(0.6)%
 
100.0%
ADDITIONAL INFORMATION
You can find additional information at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
or by scanning the QR code below,
including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by
contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
To receive your fund documents online, go to
pgim.com/investments/resource/edelivery
and enroll.
PGIM Government Money Market Fund -EXCHANGE
SHARE CLASS
C
NASDAQ
MJCXX
CUSIP
74440W300
MF108E2C


PGIM Government Money Market Fund
Class Z
: PMZXX
SEMIANNUAL SHAREHOLDER REPORT – January 31, 2025
This
semiannual shareholder report
contains important information about the Class Z shares of PGIM Government Money Market Fund (the
“Fund”) for the period of August 1, 2024 to January 31, 2025.
You can find additional information about the Fund at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
. You can also request
this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?
(Based on a hypothetical $10,000 investment)
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
PGIM Government Money Market Fund—Class Z
$26
0.51%
WHAT ARE SOME KEY FUND STATISTICS AS OF 1/31/2025?
Fund’s net assets
$
301,648,677
Number of fund holdings
67
MF108E2Z

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 1/31/2025?
Security Allocation
% of Net
Assets
Repurchase Agreements
53.2%
U.S. Government Agency Obligations
34.7%
U.S. Treasury Obligations
12.7%
 
100.6%
Liabilities in excess of other assets
(0.6)%
 
100.0%
ADDITIONAL INFORMATION
You can find additional information at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
or by scanning the QR code below,
including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by
contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
To receive your fund documents online, go to
pgim.com/investments/resource/edelivery
and enroll.
PGIM Government Money Market Fund
SHARE CLASS
Z
NASDAQ
PMZXX
CUSIP
74440W805
MF108E2Z


PGIM Core Government Money Market Fund
SEMIANNUAL SHAREHOLDER REPORT – January 31, 2025
This
semiannual shareholder report
contains important information about the shares of PGIM Core Government Money Market Fund (the “Fund”)
for the period of August 1, 2024 to January 31, 2025.
You can find additional information about the Fund at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
. You can also request
this information by contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS?
(Based on a hypothetical $10,000 investment)
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
PGIM Core Government Money Market Fund
$1
0.01%
WHAT ARE SOME KEY FUND STATISTICS AS OF 1/31/2025?
Fund’s net assets
$
8,148,417,848
Number of fund holdings
83
NS20747

WHAT ARE SOME CHARACTERISTICS OF THE FUND’S HOLDINGS AS OF 1/31/2025?
Security Allocation
% of Net
Assets
Repurchase Agreements
71.4%
U.S. Government Agency Obligations
17.5%
U.S. Treasury Obligations
11.9%
 
100.8%
Liabilities in excess of other assets
(0.8)%
 
100.0%
ADDITIONAL INFORMATION
You can find additional information at
pgim.com/investments/mutual-funds/prospectuses-fact-sheets
or by scanning the QR code below,
including the Fund’s prospectus, financial information, fund holdings, and proxy voting information. You can also request this information by
contacting us at (800) 225-1852 or (973) 367-3529 from outside the US.
To receive your fund documents online, go to
pgim.com/investments/resource/edelivery
and enroll.
PGIM Core Government Money Market Fund
CUSIP
74440W862
NS20747


 

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

Item  2  –

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

Item  3  –

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

Item  4  –

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

Item  5  –

  Audit Committee of Listed Registrants – Not applicable.

Item  6  –

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

Items  7  –

  11 (Refer to Reports below)


LOGO

PRUDENTIAL GOVERNMENT MONEY MARKET FUND, INC.

PGIM Government Money Market Fund

 

FINANCIAL STATEMENTS AND OTHER INFORMATION

JANUARY 31, 2025

 

 

LOGO


 Table of Contents

 

 

  

Financial Statements and Other Information

 

 

  

January 31, 2025

 

 

Form N-CSR Item 7 - Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

PGIM Government Money Market Fund

   1

Notes to Financial Statements

   15

Other Information - Form N-CSR Items 8-11


Schedule of Investments (unaudited)

as of January 31, 2025

 

 Description

 

              

 Principal 

Amount

(000)#

 

    

  Value  

 

 

SHORT-TERM INVESTMENTS 100.6%

           

REPURCHASE AGREEMENTS 53.2%

     

Bank of America Securities, Inc.,

     

4.35%, dated 01/31/25, due 02/03/25 in the amount of $10,003,625 collateralized by FHLMC (coupon rates 3.000%-5.500%, maturity dates 06/01/41-08/01/53), FNMA (coupon rates 2.500%-6.000%, maturity dates 09/01/39-04/01/52) and GNMA (coupon rates 3.000%-6.000%, maturity dates 11/15/32-12/20/54) with the aggregate value, including accrued interest, of $10,200,001.

     10,000      $   10,000,000  

Canadian Imperial Bank of Commerce,

     

4.3%, dated 01/14/25, due 02/13/25 in the amount of $10,035,833 collateralized by FHLMC (coupon rates 2.500%-7.000%, maturity dates 09/01/48-09/01/54), FNMA (coupon rates 2.000%-7.000%, maturity dates 10/01/30-11/01/54), GNMA (coupon rates 3.000%-4.500%, maturity dates 12/20/46-05/20/54) and U.S. Treasury Securities (coupon rates 0.125%-4.250%, maturity dates 09/30/25-02/15/54) with the aggregate value, including accrued interest, of $10,224,367.

     10,000        10,000,000  

4.31%, dated 01/30/25, due 02/21/25 in the amount of $15,039,508 collateralized by U.S. Treasury Securities (coupon rates 0.250%-4.625%, maturity dates 09/30/25-02/15/52) with the aggregate value, including accrued interest, of $15,307,331.

     15,000        15,000,000  

Credit Agricole Corporate & Investment Bank,

     

4.32%, dated 01/30/25, due 03/20/25 in the amount of $15,088,200 collateralized by U.S. Treasury Securities (coupon rates 2.750%-4.125%, maturity dates 04/30/25-10/31/31) with the aggregate value, including accrued interest, of $15,300,000.

     15,000        15,000,000  

4.35%, dated 01/31/25, due 02/03/25 in the amount of $7,360,667 collateralized by U.S. Treasury Securities (coupon rate 4.375%, maturity date 05/15/34) with the aggregate value, including accrued interest, of $7,505,245.

     7,358        7,358,000  

4.39%, dated 12/16/24, due 02/06/25 in the amount of $5,031,706 collateralized by U.S. Treasury Securities (coupon rate 0.125%, maturity date 10/15/26) with the aggregate value, including accrued interest, of $5,100,063.

     5,000        5,000,000  

 

See Notes to Financial Statements.

PGIM Government Money Market Fund 1


Schedule of Investments (unaudited) (continued)

as of January 31, 2025

 

 Description      

 

            

 Principal 

Amount

(000)#

 

    

  Value  

 

 

REPURCHASE AGREEMENTS (Continued)

           

ING Financial Markets LLC,

     

4.34%, dated 01/30/25, due 03/20/25 in the amount of $8,047,258 collateralized by FNMA (coupon rate 2.000%, maturity date 07/01/51) with the aggregate value, including accrued interest, of $8,160,000.

     8,000      $ 8,000,000  

Natixis,

     

4.33%, dated 01/30/25, due 03/20/25 in the amount of $15,088,404 collateralized by FHLMC (coupon rate 3.500%, maturity date 04/01/52) with the aggregate value, including accrued interest, of $15,300,001.

     15,000           15,000,000  

4.35%, dated 01/31/25, due 02/03/25 in the amount of $10,003,625 collateralized by FHLMC (coupon rate 2.920%, maturity date 01/01/38) with the aggregate value, including accrued interest, of $10,200,001.

     10,000        10,000,000  

NatWest Markets Securities, Inc.,

     

4.35%, dated 01/28/25, due 02/04/25 in the amount of $10,008,458 collateralized by U.S. Treasury Securities (coupon rate 4.000%, maturity date 02/15/34) with the aggregate value, including accrued interest, of $10,208,717.

     10,000        10,000,000  

Northern Trust Co.,

     

4.33%, dated 01/31/25, due 02/03/25 in the amount of $20,007,217 collateralized by U.S. Treasury Securities (coupon rate 0.000%, maturity date 02/06/25) with the aggregate value, including accrued interest, of $20,400,000.

     20,000        20,000,000  

State Street Bank & Trust Company,

     

4.34%, dated 01/31/25, due 02/03/25 in the amount of $10,003,617 collateralized by U.S. Treasury Securities (coupon rate 4.500%, maturity date 07/15/26) with the aggregate value, including accrued interest, of $10,200,146.

     10,000        10,000,000  

TD Securities (USA) LLC,

     

4.35%, dated 01/31/25, due 02/03/25 in the amount of $10,003,625 collateralized by U.S. Treasury Securities (coupon rates 0.375%-2.750%, maturity dates 01/31/26-08/15/32) with the aggregate value, including accrued interest, of $10,200,061.

     10,000        10,000,000  

Wells Fargo Securities LLC,

     

4.35%, dated 01/31/25, due 02/03/25 in the amount of $5,001,813 collateralized by GNMA (coupon rate 7.000%, maturity date 05/20/54) with the aggregate value, including accrued interest, of $5,101,850.

     5,000        5,000,000  

 

See Notes to Financial Statements.

2


 

 Description

 

              

 Principal 

Amount

(000)#

 

    

  Value  

 

 

REPURCHASE AGREEMENTS (Continued)

           

4.36%, dated 01/28/25, due 02/04/25 in the amount of $10,008,478 collateralized by FNMA (coupon rates 6.000%-6.500%, maturity dates 05/01/53-01/01/55) with the aggregate value, including accrued interest, of $10,208,648.

     10,000      $ 10,000,000  
           

 

 

 

TOTAL REPURCHASE AGREEMENTS
(cost $160,358,000)

          160,358,000  
           

 

 

 
    

Interest

Rate

  

Maturity

Date

             

 U.S. GOVERNMENT AGENCY OBLIGATIONS 34.7%

           

Federal Farm Credit Bank, SOFR + 0.020% (Cap N/A, Floor 0.000%)

   4.380%(c)    05/02/25      1,500        1,500,000  

Federal Farm Credit Bank, SOFR + 0.040% (Cap N/A, Floor 0.000%)

   4.400(c)    04/09/25      3,500        3,500,000  

Federal Farm Credit Bank, SOFR + 0.040% (Cap N/A, Floor 0.000%)

   4.400(c)    07/02/25      3,000        3,000,000  

Federal Farm Credit Bank, SOFR + 0.040% (Cap N/A, Floor 0.000%)

   4.400(c)    07/29/25      2,250        2,250,000  

Federal Farm Credit Bank, SOFR + 0.045% (Cap N/A, Floor 0.000%)

   4.405(c)    02/12/25      3,000        3,000,000  

Federal Farm Credit Bank, SOFR + 0.045% (Cap N/A, Floor 0.000%)

   4.405(c)    07/23/25      3,000        3,000,000  

Federal Farm Credit Bank, SOFR + 0.060% (Cap N/A, Floor 0.000%)

   4.420(c)    08/26/25      3,000        3,000,000  

Federal Farm Credit Bank, SOFR + 0.065% (Cap N/A, Floor 0.000%)

   4.425(c)    08/28/25      2,725        2,725,000  

Federal Farm Credit Bank, SOFR + 0.080% (Cap N/A, Floor 0.000%)

   4.440(c)    11/21/25      2,750        2,750,000  

Federal Farm Credit Bank, SOFR + 0.080% (Cap N/A, Floor 0.000%)

   4.440(c)    01/08/26      3,000        3,000,000  

Federal Farm Credit Bank, US Federal Funds Effective Rate + 0.115% (Cap N/A, Floor 0.000%)

   4.445(c)    12/26/25      4,000        4,000,404  

Federal Farm Credit Bank, SOFR + 0.085% (Cap N/A, Floor 0.000%)

   4.445(c)    12/29/25      2,800        2,800,000  

Federal Farm Credit Bank, SOFR + 0.085% (Cap N/A, Floor 0.000%)

   4.445(c)    03/20/26      1,000        1,000,000  

Federal Farm Credit Bank, SOFR + 0.085% (Cap N/A, Floor 0.000%)

   4.445(c)    05/15/26      1,000        1,000,000  

Federal Farm Credit Bank, SOFR + 0.090% (Cap N/A, Floor 0.000%)

   4.450(c)    08/26/25      3,000        3,000,674  

Federal Farm Credit Bank, SOFR + 0.100% (Cap N/A, Floor 0.000%)

   4.460(c)    02/25/26      3,000        2,999,985  

 

See Notes to Financial Statements.

PGIM Government Money Market Fund 3


Schedule of Investments (unaudited) (continued)

as of January 31, 2025

 

 Description

 

  

Interest
Rate

 

  

Maturity
Date

 

 

 Principal 

Amount

(000)#

 

 

  Value  

 

 

U.S. GOVERNMENT AGENCY OBLIGATIONS (Continued)

         

Federal Farm Credit Bank, SOFR + 0.105% (Cap N/A, Floor 0.000%)

   4.465%(c)    01/08/26   3,000   $    3,000,642  

Federal Farm Credit Bank, SOFR + 0.105% (Cap N/A, Floor 0.000%)

   4.465(c)    02/23/26   1,000     1,000,000  

Federal Farm Credit Bank, SOFR + 0.120% (Cap N/A, Floor 0.000%)

   4.480(c)    05/08/26   1,500     1,500,000  

Federal Farm Credit Bank, SOFR + 0.155% (Cap N/A, Floor 0.000%)

   4.515(c)    09/05/25   2,750     2,751,334  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)    02/05/25   4,000     4,000,000  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)    03/03/25   2,500     2,500,000  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)    03/19/25   3,000     3,000,000  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)    03/26/25   2,750     2,750,000  

Federal Home Loan Bank, SOFR + 0.015% (Cap N/A, Floor 0.000%)

   4.375(c)    03/17/25   3,000     3,000,000  

Federal Home Loan Bank, SOFR + 0.025% (Cap N/A, Floor 0.000%)

   4.385(c)    03/11/25   3,000     3,000,000  

Federal Home Loan Bank, SOFR + 0.030% (Cap N/A, Floor 0.000%)

   4.390(c)    03/26/25   2,000     2,000,000  

Federal Home Loan Bank, SOFR + 0.030% (Cap N/A, Floor 0.000%)

   4.390(c)    05/15/25   2,750     2,750,000  

Federal Home Loan Bank

   4.391(n)    03/05/25   2,915     2,903,740  

Federal Home Loan Bank, SOFR + 0.050% (Cap N/A, Floor 0.000%)

   4.410(c)    08/08/25   3,000     3,000,000  

Federal Home Loan Bank, SOFR + 0.060% (Cap N/A, Floor 0.000%)

   4.420(c)    08/19/25   1,000     1,000,000  

Federal Home Loan Bank, SOFR + 0.100% (Cap N/A, Floor 0.000%)

   4.460(c)    02/13/26   3,000     3,000,000  

Federal Home Loan Bank, SOFR + 0.115% (Cap N/A, Floor 0.000%)

   4.475(c)    06/20/25   6,000     6,000,000  

Federal Home Loan Bank, SOFR + 0.115% (Cap N/A, Floor 0.000%)

   4.475(c)    07/10/25   5,000     5,000,000  

Federal Home Loan Bank, SOFR + 0.140% (Cap N/A, Floor 0.000%)

   4.500(c)    03/12/26   4,000     3,999,955  

Federal Home Loan Mortgage Corp., SOFR + 0.090% (Cap N/A, Floor 0.000%)

   4.450(c)    01/26/26   3,000     3,000,129  

 

See Notes to Financial Statements.

4


 

 Description

 

  

Interest
Rate

 

  

Maturity
Date

 

 

 Principal 

Amount
(000)#

 

 

  Value  

 

 

U.S. GOVERNMENT AGENCY OBLIGATIONS (Continued)

         

Federal Home Loan Mortgage Corp., SOFR + 0.100% (Cap N/A, Floor 0.000%)

   4.460%(c)    02/09/26   3,000   $ 3,000,000  
         

 

 

 

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(cost $104,681,863)

            104,681,863  
         

 

 

 

U.S. TREASURY OBLIGATIONS(n) 12.7%

         

U.S. Treasury Bills

   4.251    05/06/25   2,500     2,472,632  

U.S. Treasury Bills

   4.257    07/17/25   2,600     2,550,000  

U.S. Treasury Bills

   4.269    03/04/25   2,000     1,993,381  

U.S. Treasury Bills

   4.270    05/20/25   2,000     1,974,737  

U.S. Treasury Bills

   4.275    03/25/25   2,000     1,987,732  

U.S. Treasury Bills

   4.283    10/30/25   2,500     2,422,694  

U.S. Treasury Bills

   4.290    04/22/25   2,000     1,981,196  

U.S. Treasury Bills

   4.350    03/13/25   1,500     1,492,829  

U.S. Treasury Bills

   4.351    04/08/25   3,000     2,976,410  

U.S. Treasury Bills

   4.392    04/17/25   7,000     6,937,320  

U.S. Treasury Bills

   4.400    04/24/25   6,000     5,941,175  

U.S. Treasury Bills

   4.411    04/01/25   1,250     1,241,093  

U.S. Treasury Bills

   4.418    03/11/25   1,000     995,391  

U.S. Treasury Bills

   4.445    05/01/25   3,000     2,967,756  

U.S. Treasury Bills

   4.447    03/06/25   500     497,984  
         

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS
(cost $38,432,330)

            38,432,330  
         

 

 

 

TOTAL INVESTMENTS 100.6%
(cost $303,472,193)(d)

            303,472,193  

Liabilities in excess of other assets (0.6)%

            (1,823,516
         

 

 

 

NET ASSETS 100.0%

          $   301,648,677  
         

 

 

 

 

 

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

FHLMC—Federal Home Loan Mortgage Corporation

FNMA—Federal National Mortgage Association

GNMA—Government National Mortgage Association

N/A—Not Applicable

SOFR—Secured Overnight Financing Rate

 

#

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

(c)

Variable rate instrument. The interest rate shown reflects the rate in effect at January 31, 2025.

(d)

The cost of securities for federal income tax purposes is substantially the same as for financial reporting purposes.

(n)

Rate shown reflects yield to maturity at purchased date.

 

See Notes to Financial Statements.

PGIM Government Money Market Fund 5


Schedule of Investments (unaudited) (continued)

as of January 31, 2025

 

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 January 31, 2025 in valuing such portfolio securities:

 

   

Level 1

    

   Level 2   

   

Level 3

Investments in Securities

              

Assets

              

Short-Term Investments

              
Repurchase Agreements       $—            $ 160,358,000       $    
U.S. Government Agency Obligations                104,681,863            
U.S. Treasury Obligations                38,432,330            
   

 

 

      

 

 

     

 

 

   

Total

      $—        $ 303,472,193       $    
 

 

    

 

 

   

 

Security Allocation:

The security allocation of investments and liabilities in excess of other assets shown as a percentage of net assets as of January 31, 2025 were as follows:

 

Repurchase Agreements      53.2
U.S. Government Agency Obligations      34.7  
U.S. Treasury Obligations      12.7  
  

 

 

 
     100.6  
Liabilities in excess of other assets      (0.6
  

 

 

 
     100.0
  

 

 

 

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.

 

See Notes to Financial Statements.

6


 

Offsetting of financial instrument/transaction assets and liabilities:

 

Description    Counterparty   

Gross Market Value of

Recognized
Assets/(Liabilities)

  

Collateral

Pledged/(Received)(1)

 

Net

Amount

Repurchase Agreements

  

Bank of America Securities, Inc.

     $ 10,000,000      $ (10,000,000 )     $

Repurchase Agreements

  

Canadian Imperial Bank of Commerce

       25,000,000        (25,000,000 )      

Repurchase Agreements

  

Credit Agricole Corporate & Investment Bank

       27,358,000        (27,358,000 )      

Repurchase Agreements

  

ING Financial Markets LLC

       8,000,000        (8,000,000 )      

Repurchase Agreements

  

Natixis

       25,000,000        (25,000,000 )      

Repurchase Agreements

  

NatWest Markets Securities, Inc.

       10,000,000        (10,000,000 )      

Repurchase Agreements

  

Northern Trust Co.

       20,000,000        (20,000,000 )      

Repurchase Agreements

  

State Street Bank & Trust Company

       10,000,000        (10,000,000 )      

Repurchase Agreements

  

TD Securities (USA) LLC

       10,000,000        (10,000,000 )      

Repurchase Agreements

  

Wells Fargo Securities LLC

       15,000,000        (15,000,000 )      
       

 

 

          
        $ 160,358,000         
       

 

 

          

 

 

 

(1)

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

 

See Notes to Financial Statements.

PGIM Government Money Market Fund 7


Statement of Assets and Liabilities (unaudited)

as of January 31, 2025

 

Assets

        

Investments, at value:

   $ 143,114,193  

Repurchase Agreements (cost $160,358,000)

     160,358,000  

Cash

     307  

Receivable for Fund shares sold

     1,034,053  

Interest receivable

     735,680  

Prepaid expenses

     2,421  
  

 

 

 

Total Assets

     305,244,654  
  

 

 

 

Liabilities

        

Payable for investments purchased

     1,993,381  

Payable for Fund shares purchased

     1,237,764  

Accrued expenses and other liabilities

     104,424  

Transfer agent fee payable

     100,562  

Management fee payable

     81,876  

Affiliated transfer agent fee payable

     41,114  

Distribution fee payable

     26,251  

Dividends payable

     8,494  

Directors’ fees payable

     2,111  
  

 

 

 

Total Liabilities

     3,595,977  
  

 

 

 

Net Assets

   $ 301,648,677  
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par ($0.00001 par value; 166,000,000,000 shares authorized for issuance)

   $ 3,016  

Paid-in capital in excess of par

     301,643,070  

Total distributable earnings (loss)

     2,591  
  

 

 

 

Net assets, January 31, 2025

   $ 301,648,677  
  

 

 

 

 

See Notes to Financial Statements.

8


 

 Class A

                 

 Net asset value, offering price and redemption price per share,

 ($247,701,913 ÷ 247,681,388 shares of common stock issued and outstanding)

   $ 1.00     
  

 

 

    

 Class C

                 

 Net asset value, offering price and redemption price per share,

 ($7,159,293 ÷ 7,158,250 shares of common stock issued and outstanding)

   $ 1.00            
  

 

 

    

 Class Z

                 

 Net asset value, offering price and redemption price per share,

 ($46,787,471 ÷ 46,785,689 shares of common stock issued and outstanding)

   $ 1.00     
  

 

 

    

 

See Notes to Financial Statements.

PGIM Government Money Market Fund 9


Statement of Operations (unaudited)

Six Months Ended January 31, 2025

 

 Net Investment Income (Loss)        

Interest income

   $ 9,488,817  
  

 

 

 

Expenses

  

Management fee

     627,193  

Distribution fee(a)

     211,288  

Transfer agent’s fees and expenses (including affiliated expense of $ 93,520)(a)

     277,627  

Custodian and accounting fees

     40,146  

Shareholders’ reports

     40,014  

Registration fees(a)

     36,867  

Professional fees

     19,048  

Audit fee

     13,666  

Directors’ fees

     8,258  

Miscellaneous

     7,932  
  

 

 

 

Total expenses

     1,282,039  
  

 

 

 

Net investment income (loss)

     8,206,778  
  

 

 

 

Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain (loss) on investment transactions

     17,666  
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ 8,224,444  
  

 

 

 

 

(a)

Class specific expenses and waivers were as follows:

 

    

Class A

  

Class C

  

Class Z

Distribution fee        211,288              
Transfer agent’s fees and expenses        256,885        5,756        14,986
Registration fees        21,861        6,983        8,023

 

See Notes to Financial Statements.

10


Statements of Changes in Net Assets (unaudited)

 

     Six Months Ended
January 31, 2025
           Year Ended
July 31, 2024
 

Increase (Decrease) in Net Assets

                   

Operations

       

Net investment income (loss)

   $ 8,206,778        $ 23,645,552  

Net realized gain (loss) on investment transactions

     17,666          54,047  
  

 

 

      

 

 

 

Net increase (decrease) in net assets resulting from operations

     8,224,444          23,699,599  
  

 

 

      

 

 

 

Dividends and Distributions

       

Distributions from distributable earnings

       

Class A

     (7,222,460        (20,546,295

Class C

     (144,177        (419,151

Class Z

     (857,013        (2,736,084
  

 

 

      

 

 

 
     (8,223,650        (23,701,530
  

 

 

      

 

 

 

Fund share transactions (Net of share conversions) (at $1.00 per share)

       

Net proceeds from shares sold

     146,635,854          416,979,530  

Net asset value of shares issued in reinvestment of dividends and distributions

     8,123,319          23,209,154  

Cost of shares purchased

     (293,393,654        (540,648,504
  

 

 

      

 

 

 

Net increase (decrease) in net assets from Fund share transactions

     (138,634,481        (100,459,820
  

 

 

      

 

 

 

Total increase (decrease)

     (138,633,687        (100,461,751

Net Assets:

                   

Beginning of period

     440,282,364          540,744,115  
  

 

 

      

 

 

 

End of period

   $ 301,648,677        $ 440,282,364  
  

 

 

      

 

 

 

 

See Notes to Financial Statements.

PGIM Government Money Market Fund 11


Financial Highlights  (unaudited)

 

 
Class A Shares

 

     

Six Months

Ended

January 31,

           Year Ended July 31,  
     

   2025   

           2024     2023     2022     2021     2020  
Per Share Operating Performance(a):                                                          
Net Asset Value, Beginning of Period      $1.00                $1.00       $1.00       $1.00       $1.00       $1.00  
Net investment income (loss) and net realized gain (loss) on investment transactions      0.02                0.05       0.04       - (b)       - (b)       0.01  
Dividends to shareholders      (0.02              (0.05     (0.04     - (b)       - (b)       (0.01
Net asset value, end of period      $1.00                $1.00       $1.00       $1.00       $1.00       $1.00  
Total Return(c):      2.14              4.90     3.57     0.20     0.01     0.76
                   
   
Ratios/Supplemental Data:

 

   
Net assets, end of period (000)      $247,702                $394,693       $438,994       $505,406       $414,625       $442,260  
Average net assets (000)      $335,305                $428,455       $465,530       $443,402       $475,166       $407,195  
Ratios to average net assets:                                                          
Expenses after waivers and/or expense reimbursement      0.68 %(d)                0.63     0.64     0.23     0.09     0.49
Expenses before waivers and/or expense reimbursement      0.68 %(d)                0.63     0.64     0.63     0.63     0.64
Net investment income (loss)      4.26 %(d)                4.78     3.48     0.14     0.01     0.70

 

(a)

Calculated based on average shares outstanding during the period.

(b)

Amount rounds to zero.

(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 GAAP. Total returns for periods less than one full year are not annualized.

(d)

Annualized.

 

See Notes to Financial Statements.

12


 

 
Class C Shares

 

      Six Months
Ended
January 31,
           Year Ended July 31,  
     

   2025   

           2024     2023     2022     2021     2020  
Per Share Operating Performance(a):                                                          
Net Asset Value, Beginning of Period      $1.00                $1.00       $1.00       $1.00       $1.00       $1.00  
Net investment income (loss) and net realized gain (loss) on investment transactions      0.02                0.05       0.04       - (b)       - (b)       0.01  
Dividends to shareholders      (0.02              (0.05     (0.04     - (b)       - (b)       (0.01
Net asset value, end of period      $1.00                $1.00       $1.00       $1.00       $1.00       $1.00  
Total Return(c):      2.10              4.86     3.58     0.21     0.05     0.71
                   
   
Ratios/Supplemental Data:

 

   
Net assets, end of period (000)      $7,159                $7,598       $9,703       $12,793       $10,242       $14,538  
Average net assets (000)      $6,921                $8,812       $11,460       $10,254       $12,853       $10,815  
Ratios to average net assets:                                                          
Expenses after waivers and/or expense reimbursement      0.76 %(d)               0.67     0.62     0.25     0.06     0.48
Expenses before waivers and/or expense reimbursement      0.76 %(d)               0.67     0.62     0.64     0.59     0.68
Net investment income (loss)      4.12 %(d)               4.74     3.47     0.17     0.04     0.52

 

(a)

Calculated based on average shares outstanding during the period.

(b)

Amount rounds to zero.

(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 GAAP. Total returns for periods less than one full year are not annualized.

(d)

Annualized.

 

See Notes to Financial Statements.

PGIM Government Money Market Fund 13


Financial Highlights  (unaudited) (continued)

 

 
Class Z Shares

 

      Six Months
Ended
January 31,
          

Year Ended July 31,

 
     

   2025   

           2024     2023     2022     2021     2020  
Per Share Operating Performance(a):                                                          
Net Asset Value, Beginning of Period      $1.00                $1.00       $1.00       $1.00       $1.00       $1.00  
Net investment income (loss) and net realized gain (loss) on investment transactions      0.02                0.05       0.04       - (b)       - (b)       0.01  
Dividends to shareholders      (0.02              (0.05     (0.04     - (b)       - (b)       (0.01
Net asset value, end of period      $1.00                $1.00       $1.00       $1.00       $1.00       $1.00  
Total Return(c):      2.23              5.06     3.79     0.26     0.01     0.91
                   
   
Ratios/Supplemental Data:

 

   
Net assets, end of period (000)      $46,787                $37,991       $92,047       $86,089       $82,110       $90,399  
Average net assets (000)      $39,160                $55,197       $89,873       $75,926       $86,432       $83,610  
Ratios to average net assets:                                                          
Expenses after waivers and/or expense reimbursement      0.51 %(d)               0.47     0.42     0.18     0.09     0.36
Expenses before waivers and/or expense reimbursement      0.51 %(d)               0.47     0.42     0.42     0.43     0.43
Net investment income (loss)      4.33 %(d)               4.95     3.75     0.20     0.01     0.84

 

(a)

Calculated based on average shares outstanding during the period.

(b)

Amount rounds to zero.

(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 GAAP. Total returns for periods less than one full year are not annualized.

(d)

Annualized.

 

See Notes to Financial Statements.

14


Notes to Financial Statements (unaudited)

 

1.

Organization

Prudential Government Money Market Fund, Inc. (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Maryland Corporation. These financial statements relate only to the PGIM Government Money Market Fund (the “Fund”), a series of the RIC. The Fund is classified as a diversified fund for purposes of the 1940 Act.

The investment objective of the Fund is maximum current income consistent with stability of capital and the maintenance of liquidity.

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

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

 

2.

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 is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to U.S. generally accepted accounting principles (“GAAP”). The Fund consistently follows such policies in the preparation of its financial statements.

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

 

PGIM Government Money Market Fund 15


Notes to Financial Statements (unaudited) (continued)

 

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

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

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

The Fund’s securities of sufficient credit quality are valued using amortized cost method, which approximates fair value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. These securities are categorized as Level 2 in the fair value hierarchy.

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

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of

 

16


 

the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; and any available analyst media or other reports or information deemed reliable by the Valuation Designee regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.

Repurchase Agreements: The Fund entered into repurchase agreements. In connection with transactions in repurchase agreements with United States financial institutions, it is the Fund’s policy that its custodian or designated subcustodians under triparty repurchase agreements, as the case may be, take possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transactions, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines or, if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

Master Netting Arrangements: The RIC, 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 all or a portion 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 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.

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

 

PGIM Government Money Market Fund 17


Notes to Financial Statements (unaudited) (continued)

 

shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.

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

Dividends and Distributions: Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from GAAP, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified between total distributable earnings (loss) and paid-in capital in excess of par, as appropriate. The chart below sets forth the expected frequency of dividend and capital gains distributions to shareholders. Various factors may impact the frequency of dividend distributions to shareholders, including but not limited to adverse market conditions or portfolio holding-specific events.

 

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

 

*

The Fund declares dividends of any net investment income to shareholders on a daily basis and distributes the dividends every month. Under certain circumstances, the Fund may make more than one distribution of long-term capital gains during a fiscal year.

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.

 

3.

Agreements

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

The Manager has entered into a subadvisory agreement with PGIM, Inc. (the “subadviser”), which provides subadvisory services to the Fund through its business unit PGIM Fixed Income. The Manager pays for the services of PGIM, Inc.

 

18


 

Fees payable under the management agreement are computed daily and paid monthly. For the reporting period ended January 31, 2025, the contractual and effective management fee rates were as follows:

 

   
 Contractual Management Rate      Effective Management Fee, before any waivers 
and/or expense reimbursements
 0.50% to $50 million of average daily net assets;    0.33%
 0.30% over $50 million of average daily net assets.     

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

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate based on average daily net assets per class. The distribution fees are accrued daily and payable monthly.

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

 

     
      Gross Distribution Fee   Net Distribution Fee  

A

   0.125%   0.125%

C

   N/A   N/A

Z

   N/A   N/A

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

 

4.

Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent and shareholder servicing agent. Transfer agent’s fees and expenses in the 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/trustees, and/or common officers. For the reporting period ended January 31, 2025, no Rule 17a-7 transactions were entered into by the Fund.

 

PGIM Government Money Market Fund 19


Notes to Financial Statements (unaudited) (continued)

 

5.

Tax Information

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of January 31, 2025 were as follows:

 

       
 Tax Basis  

Gross

Unrealized

Appreciation

 

Gross

Unrealized

Depreciation

 

Net

Unrealized

Appreciation

 $303,472,193   $—   $—   $—

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. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the four fiscal years up to the most recent fiscal year ended July 31, 2024 are subject to such review.

 

6.

Capital and Ownership

The Fund offers Class A, Class C and Class Z shares. Class C and Class Z shares are not subject to any distribution and/or service fees and are offered exclusively for sale to a limited group of investors. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately eight years (ten years prior to January 22, 2021) after purchase. Class Z and Class R6 shares are not subject to any sales or redemption charges and are available exclusively for sale to a limited group of investors.

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

The RIC is authorized to issue 200,000,000,000 shares of common stock, $0.00001 par value per share, 166,000,000,000 of which are designated as shares of the Fund. The authorized shares of the Fund are currently classified and designated as follows:

 

 Class    Number of Shares   

A

     11,000,000,000    

C

     5,000,000,000    

Z

     50,000,000,000    

P

     100,000,000,000    

The Fund currently does not have any Class P shares outstanding.

 

20


 

As of January 31, 2025, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:

 

     
 Class    Number of Shares    Percentage of Outstanding Shares 

A

       92,975        0.1 %

Z

       1,358,079        2.9

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

 

     
      Number of Shareholders    Percentage of Outstanding Shares 

Affiliated

              %

Unaffiliated

       4        33.1

Transactions in shares of common stock (at $1 net asset value per share) were as follows:

 

     
 Share Class    Shares     Amount  

Class A

                

Six months ended January 31, 2025:

                

Shares sold

     110,705,730     $ 110,705,863  

Shares issued in reinvestment of dividends and distributions

     7,135,561       7,135,561  

Shares purchased

     (264,189,907     (264,189,908

Net increase (decrease) in shares outstanding before conversion

     (146,348,616     (146,348,484

Shares issued upon conversion from other share class(es)

     139,361       139,361  

Shares purchased upon conversion into other share class(es)

     (782,493     (782,493

Net increase (decrease) in shares outstanding

     (146,991,748   $ (146,991,616

Year ended July 31, 2024:

                

Shares sold

     392,939,244     $ 392,938,836  

Shares issued in reinvestment of dividends and distributions

     20,184,503       20,184,503  

Shares purchased

     (457,778,410     (457,778,363

Net increase (decrease) in shares outstanding before conversion

     (44,654,663     (44,655,024

Shares issued upon conversion from other share class(es)

     368,222       368,222  

Shares purchased upon conversion into other share class(es)

     (12,721     (12,768

Net increase (decrease) in shares outstanding

     (44,299,162   $ (44,299,570

Class C

                

Six months ended January 31, 2025:

                

Shares sold

     1,831,009     $ 1,831,012  

Shares issued in reinvestment of dividends and distributions

     143,617       143,617  

Shares purchased

     (2,274,220     (2,274,220

Net increase (decrease) in shares outstanding before conversion

     (299,594     (299,591

Shares purchased upon conversion into other share class(es)

     (139,421     (139,421

Net increase (decrease) in shares outstanding

     (439,015   $ (439,012

 

PGIM Government Money Market Fund 21


Notes to Financial Statements (unaudited) (continued)

 

     
 Share Class    Shares     Amount  

Year ended July 31, 2024:

                

Shares sold

     2,725,677     $ 2,725,824  

Shares issued in reinvestment of dividends and distributions

     416,134       416,134  

Shares purchased

     (4,943,472     (4,943,472

Net increase (decrease) in shares outstanding before conversion

     (1,801,661     (1,801,514

Shares purchased upon conversion into other share class(es)

     (303,104     (303,104

Net increase (decrease) in shares outstanding

     (2,104,765   $ (2,104,618

Class Z

                

Six months ended January 31, 2025:

                

Shares sold

     34,098,964     $ 34,098,979  

Shares issued in reinvestment of dividends and distributions

     844,141       844,141  

Shares purchased

     (26,929,526     (26,929,526

Net increase (decrease) in shares outstanding before conversion

     8,013,579       8,013,594  

Shares issued upon conversion from other share class(es)

     782,553       782,553  

Net increase (decrease) in shares outstanding

     8,796,132     $ 8,796,147  

Year ended July 31, 2024:

                

Shares sold

     21,314,901     $ 21,314,870  

Shares issued in reinvestment of dividends and distributions

     2,608,517       2,608,517  

Shares purchased

     (77,926,939     (77,926,669

Net increase (decrease) in shares outstanding before conversion

     (54,003,521     (54,003,282

Shares issued upon conversion from other share class(es)

     12,768       12,768  

Shares purchased upon conversion into other share class(es)

     (64,848     (65,118

Net increase (decrease) in shares outstanding

     (54,055,601   $  (54,055,632

 

7.

Risks of Investing in the Fund

The Fund’s principal risks include, but are not limited to, the risks discussed below. For further information on the Fund’s risks, please refer to the Fund’s Prospectus and Statement of Additional Information.

Adjustable and Floating Rate Securities Risk: The value of adjustable and floating rate securities may lag behind the value of fixed rate securities when interest rates change. Such securities may be subject to extended settlement periods (longer than seven days) and in unusual market conditions, with a high volume of shareholder redemptions, may present a risk of loss to the Fund or may impair the Fund’s ability satisfy shareholder redemption requests.

Credit Risk: This is the risk that the issuer, the guarantor, or the insurer of a fixed income security, or the counterparty to a contract may be unable or unwilling to make timely

 

22


 

principal and interest payments or to otherwise honor its obligations. Additionally, fixed income securities could lose value due to a loss of confidence in the ability of the issuer, guarantor, insurer, or counterparty to pay back debt. The lower the credit quality of a bond, the more sensitive it is to credit risk.

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

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

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

Interest Rate Risk: The value of your investment may go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration debt securities. Similarly, a rise in interest rates may also have a greater negative impact on the value of equity securities whose issuers expect earnings further out in the future. For example, a fixed income security with a duration of three years is expected to decrease in value by approximately 3% if interest rates increase by 1%. This is referred to as “duration risk.” When interest rates fall, the issuers of debt obligations may prepay principal more quickly than expected, and the Fund may be required to reinvest the proceeds at a lower interest rate. This is referred to as “prepayment risk.” For premium bonds (bonds acquired at prices that exceed their par or principal value) purchased by the Fund, prepayment risk may be enhanced. When interest rates rise, debt obligations may be repaid more slowly than expected, and the value of the Fund’s holdings may fall sharply. This is referred to as “extension risk.” The Fund may lose money if short-term or long-term interest rates rise sharply or in a manner not anticipated by the subadviser.

 

PGIM Government Money Market Fund 23


Notes to Financial Statements (unaudited) (continued)

 

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

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

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

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

 

24


 

Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions.

Net Asset Value Risk: There is no assurance that the Fund will maintain a net asset value of $1.00 per share on a continuous basis. Furthermore, there can be no assurance that the Fund’s affiliates will purchase distressed assets from the Fund, make capital infusions, enter into capital support agreements or take other actions to ensure that the Fund maintains a net asset value of $1.00 per share. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the Fund, could face a universal risk of increased redemption pressures, potentially jeopardizing the stability of their net asset values. In general, certain other money market funds have in the past failed to maintain stable net asset values and there can be no assurance that such failures and resulting redemption pressures will not occur in the future.

Redemption Risk: The Fund may experience heavy redemptions, particularly during periods of declining or illiquid markets, that could cause the Fund to liquidate its assets at inopportune times or at a loss or depressed value and that could affect the Fund’s ability to maintain a $1.00 share price.

Repurchase Agreements Risk: Repurchase agreements could involve certain risks in the event of default or insolvency of the seller, including losses and possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. To the extent that, in the meantime, the value of the securities that the Fund has purchased has decreased, the Fund could experience a loss.

U.S. Government and Agency Securities Risk: U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government. Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Further, the U.S. Government and its agencies, authorities, instrumentalities and enterprises do not guarantee the market value of their securities; consequently, the value of such securities will fluctuate. This may be the case especially when there is any controversy or ongoing uncertainty regarding the status of negotiations in the U.S. Congress to increase the statutory debt ceiling. Such controversy or uncertainty could, among other things, result in the credit quality rating of the U.S. Government being downgraded and reduced prices of U.S. Treasury securities. If the U.S. Congress is unable to negotiate an adjustment to the statutory debt ceiling, there is also the risk that the U.S. Government may default on payments on certain U.S. Government securities, including those held by the Fund, which could have a negative impact on the

 

PGIM Government Money Market Fund 25


Notes to Financial Statements (unaudited) (continued)

 

Fund. An increase in demand for U.S. Government securities resulting from an increase in demand for government money market funds may lead to lower yields on such securities.

Yield Risk: The amount of income received by the Fund will go up or down depending on day-to-day variations in short-term interest rates, and when interest rates are very low the Fund’s expenses could absorb all or a significant portion of the Fund’s income. If interest rates increase, the Fund’s yield may not increase proportionately. For example, the Fund’s investment manager may discontinue any temporary voluntary fee limitation.

 

8.

Subsequent Event

The Fund’s management evaluated subsequent events through the date of issuance of the financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the financial statements as of January 31, 2025.

 

26


Other Information

Form N-CSR Item 8 - Changes in and Disagreements with Accountants for Open-End Management Investment Companies - None.

Form N-CSR Item 9 - Proxy Disclosures for Open-End Management Investment Companies - None.

Form N-CSR Item 10 - Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies - Included within the Statement of Operations of the financial statements filed under Item 7 of this Form.

Form N-CSR Item 11 - Statement Regarding Basis for Approval of Investment Advisory Contract. - None.


LOGO

PRUDENTIAL GOVERNMENT MONEY MARKET FUND, INC.

PGIM Core Government Money Market Fund

 

FINANCIAL STATEMENTS AND OTHER INFORMATION

JANUARY 31, 2025

 

LOGO


Table of Contents

 

  

Financial Statements and Other Information

 

  

January 31, 2025

 

 

Form N-CSR Item 7 - Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

PGIM Core Government Money Market Fund

     1  

Notes to Financial Statements

     14  

Other Information - Form N-CSR Items 8-11


Schedule of Investments (unaudited)

as of January 31, 2025

 

 Description

 

                      

 Principal 

Amount

(000)#

 

    

  Value  

 

 

SHORT-TERM INVESTMENTS 100.8%

 

     

REPURCHASE AGREEMENTS 71.4%

 

     

Banco Bilbao Vizcaya Argentaria,

 

     

4.34%, dated 01/31/25, due 02/03/25 in the amount of $250,090,417 collateralized by U.S. Treasury Securities (coupon rates 0.125%-4.000%, maturity dates 11/30/25-08/15/47) with the aggregate value, including accrued interest, of $255,092,228.

           250,000      $   250,000,000  

Banco Santander SA,

           

4.35%, dated 01/31/25, due 02/03/25 in the amount of $318,554,434 collateralized by FHLMC (coupon rates 6.000%-7.000%, maturity dates 06/01/54-11/01/54) and FNMA (coupon rates 3.500%-7.500%, maturity dates 06/01/52-02/01/55) with the aggregate value, including accrued interest, of $324,925,524.

           318,439        318,439,000  

Bank of America Securities, Inc.,

           

4.35%, dated 01/31/25, due 02/03/25 in the amount of $370,134,125 collateralized by FHLMC (coupon rates 1.500%-6.000%, maturity dates 08/01/26-09/01/54), FNMA (coupon rates 2.000%-6.500%, maturity dates 12/01/26-09/01/53) and GNMA (coupon rates 2.000%-8.000%, maturity dates 07/15/28-11/20/74) with the aggregate value, including accrued interest, of $377,400,001.

           370,000        370,000,000  

Bank of Nova Scotia,

           

4.34%, dated 01/31/25, due 02/03/25 in the amount of $435,157,325 collateralized by U.S. Treasury Securities (coupon rates 0.750%-4.375%, maturity dates 04/30/26-11/15/27) with the aggregate value, including accrued interest, of $443,860,530.

           435,000        435,000,000  

Canadian Imperial Bank of Commerce,

           

4.3%, dated 01/14/25, due 02/13/25 in the amount of $160,573,333 collateralized by FHLMC (coupon rates 2.000%-7.000%, maturity dates 09/01/48-09/01/54), FNMA (coupon rates 1.980%-7.000%, maturity dates 08/01/25-11/01/54) and GNMA (coupon rates 2.000%-7.000%, maturity dates 02/20/52-08/20/64) with the aggregate value, including accrued interest, of $163,589,867.

           160,000        160,000,000  

 

See Notes to Financial Statements.

PGIM Core Government Money Market Fund 1


Schedule of Investments (unaudited) (continued)

as of January 31, 2025

 

 Description

 

                   

 Principal 

Amount

(000)#

 

 

  Value  

 

 

REPURCHASE AGREEMENTS (Continued)

 

   

4.31%, dated 01/30/25, due 02/21/25 in the amount of $150,395,083 collateralized by U.S. Treasury Securities (coupon rates 0.000%-4.625%, maturity dates 05/08/25-02/15/54) with the aggregate value, including accrued interest, of $153,073,272.

      150,000   $   150,000,000  

Credit Agricole Corporate & Investment Bank,

       

4.32%, dated 01/30/25, due 03/20/25 in the amount of $150,882,000 collateralized by U.S. Treasury Securities (coupon rate 0.500%, maturity date 04/30/27) with the aggregate value, including accrued interest, of $153,000,003.

      150,000     150,000,000  

4.35%, dated 01/31/25, due 02/03/25 in the amount of $150,054,375 collateralized by U.S. Treasury Securities (coupon rates 1.000%-2.500%, maturity dates 01/15/29-02/15/49) with the aggregate value, including accrued interest, of $153,000,074.

      150,000     150,000,000  

4.39%, dated 12/16/24, due 02/06/25 in the amount of $125,792,639 collateralized by U.S. Treasury Securities (coupon rates 0.000%-4.625%, maturity dates 04/08/25-05/31/31) with the aggregate value, including accrued interest, of $127,500,000.

      125,000     125,000,000  

ING Financial Markets LLC,

       

4.34%, dated 01/30/25, due 03/20/25 in the amount of $186,092,836 collateralized by FNMA (coupon rates 4.500%-6.500%, maturity dates 07/01/52-05/01/54) with the aggregate value, including accrued interest, of $188,700,001.

      185,000     185,000,000  

4.35%, dated 01/31/25, due 02/03/25 in the amount of $195,070,688 collateralized by FHLMC (coupon rates 3.000%-5.500%, maturity dates 03/01/52-05/01/53) and FNMA (coupon rate 5.000%, maturity date 10/01/54) with the aggregate value, including accrued interest, of $198,900,000.

      195,000     195,000,000  

Mizuho Securities USA LLC,

       

4.35%, dated 01/31/25, due 02/03/25 in the amount of $100,036,250 collateralized by U.S. Treasury Securities (coupon rates 0.875%-4.625%, maturity dates 02/15/25-05/31/31) with the aggregate value, including accrued interest, of $102,000,007.

      100,000     100,000,000  

 

See Notes to Financial Statements.

2


 

 Description

 

                   

 Principal 

Amount

(000)#

 

 

  Value  

 

 

REPURCHASE AGREEMENTS (Continued)

 

   

Natixis,

       

4.33%, dated 01/30/25, due 03/20/25 in the amount of $231,355,531 collateralized by FHLMC (coupon rates 2.920%-4.000%, maturity dates 01/01/38-05/01/52) and FNMA (coupon rates 2.500%-5.388%, maturity dates 07/01/33-09/01/53) with the aggregate value, including accrued interest, of $234,600,000.

      230,000   $   230,000,000  

4.35%, dated 01/31/25, due 02/03/25 in the amount of $150,054,375 collateralized by FHLMC (coupon rates 3.000%-4.810%, maturity dates 04/01/47-09/01/53) and FNMA (coupon rates 4.500%-5.000%, maturity dates 07/01/48-03/01/53) with the aggregate value, including accrued interest, of $153,000,000.

      150,000     150,000,000  

NatWest Markets Securities, Inc.,

       

4.35%, dated 01/28/25, due 02/04/25 in the amount of $650,549,792 collateralized by FHLMC (coupon rate 6.500%, maturity date 01/01/54) and FNMA (coupon rates 4.500%-5.500%, maturity dates 06/01/49-04/01/54) with the aggregate value, including accrued interest, of $663,560,788.

      650,000     650,000,000  

Nomura International PLC,

       

4.35%, dated 01/31/25, due 02/03/25 in the amount of $250,090,625 collateralized by FHLMC (coupon rates 1.500%-7.045%, maturity dates 03/01/32-10/01/54), FNMA (coupon rates 2.000%-7.398%, maturity dates 07/01/33-06/01/63) and GNMA (coupon rates 2.000%-6.500%, maturity dates 06/20/36-07/20/63) with the aggregate value, including accrued interest, of $255,092,438.

      250,000     250,000,000  

RBC Dominion Securities, Inc.,

       

4.34%, dated 01/31/25, due 02/03/25 in the amount of $263,095,118 collateralized by FHLMC (coupon rates 2.500%-7.000%, maturity dates 08/01/48-08/01/54), FNMA (coupon rates 1.875%-6.500%, maturity dates 09/24/26-10/01/54) and GNMA (coupon rates 3.000%-6.500%, maturity dates 12/20/45-03/20/54) with the aggregate value, including accrued interest, of $268,260,000.

      263,000     263,000,000  

TD Securities (USA) LLC,

       

4.35%, dated 01/31/25, due 02/03/25 in the amount of $70,025,375 collateralized by U.S. Treasury Securities (coupon rates 1.250%-4.250%, maturity dates 10/15/25-05/15/32) with the aggregate value, including accrued interest, of $71,400,060.

      70,000     70,000,000  

 

See Notes to Financial Statements.

PGIM Core Government Money Market Fund 3

 


Schedule of Investments (unaudited) (continued)

as of January 31, 2025

 

 Description                

Principal

Amount

(000)#

      Value    

REPURCHASE AGREEMENTS (Continued)

         

U.S. Bancorp,

         

4.35%, dated 01/31/25, due 02/03/25 in the amount of $800,290,000 collateralized by U.S. Treasury Securities (coupon rates 0.125%-4.625%, maturity dates 09/30/25-08/15/54) with the aggregate value, including accrued interest, of $816,295,873.

          800,000     $ 800,000,000  

Wells Fargo Securities LLC,

         

4.35%, dated 01/31/25, due 02/03/25 in the amount of $565,204,813 collateralized by GNMA (coupon rates 1.500%-7.500%, maturity dates 02/20/26-01/20/55) with the aggregate value, including accrued interest, of $576,508,909.

          565,000       565,000,000  

4.36%, dated 01/28/25, due 02/04/25 in the amount of $250,211,944 collateralized by FNMA (coupon rates 2.000%-7.000%, maturity dates 01/01/26-02/01/57) with the aggregate value, including accrued interest, of $255,216,184.

          250,000       250,000,000  
         

 

 

 

TOTAL REPURCHASE AGREEMENTS
(cost $5,816,439,000)

 

       5,816,439,000  
         

 

 

 
    

 Interest

Rate

      Maturity
Date
             

U.S. GOVERNMENT AGENCY OBLIGATIONS 17.5%

         

Federal Farm Credit Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

     4.370%(c)        05/22/25       7,500       7,500,000  

Federal Farm Credit Bank, SOFR + 0.020% (Cap N/A, Floor 0.000%)

     4.380(c)        05/02/25       19,500       19,500,000  

Federal Farm Credit Bank, SOFR + 0.040% (Cap N/A, Floor 0.000%)

     4.400(c)        04/09/25       28,000       28,000,000  

Federal Farm Credit Bank, SOFR + 0.040% (Cap N/A, Floor 0.000%)

     4.400(c)        07/02/25       33,000       33,000,000  

Federal Farm Credit Bank, SOFR + 0.040% (Cap N/A, Floor 0.000%)

     4.400(c)        07/29/25       34,000       34,000,000  

Federal Farm Credit Bank, SOFR + 0.045% (Cap N/A, Floor 0.000%)

     4.405(c)        02/12/25       30,000       30,000,000  

Federal Farm Credit Bank, SOFR + 0.045% (Cap N/A, Floor 0.000%)

     4.405(c)        07/23/25       32,750       32,750,000  

Federal Farm Credit Bank, SOFR + 0.055% (Cap N/A, Floor 0.000%)

     4.415(c)        02/13/26       14,000       14,000,000  

Federal Farm Credit Bank, SOFR + 0.060% (Cap N/A, Floor 0.000%)

     4.420(c)        08/26/25       31,000       31,000,000  

Federal Farm Credit Bank, SOFR + 0.065% (Cap N/A, Floor 0.000%)

     4.425(c)        08/28/25       33,050       33,050,000  

 

See Notes to Financial Statements.

4


 

 Description   

 Interest

 Rate

  Maturity
Date
 

Principal

Amount

(000)#

       Value    

 U.S. GOVERNMENT AGENCY OBLIGATIONS (Continued)

         

Federal Farm Credit Bank, SOFR + 0.080% (Cap N/A, Floor 0.000%)

   4.440%(c)   11/21/25     33,500      $  33,500,000  

Federal Farm Credit Bank, SOFR + 0.080% (Cap N/A, Floor 0.000%)

   4.440(c)   01/08/26     33,000        33,000,000  

Federal Farm Credit Bank, SOFR + 0.080% (Cap N/A, Floor 0.000%)

   4.440(c)   02/17/26     8,750        8,749,733  

Federal Farm Credit Bank, US Federal Funds Effective Rate + 0.115% (Cap N/A, Floor 0.000%)

   4.445(c)   12/26/25     10,000        10,001,011  

Federal Farm Credit Bank, SOFR + 0.085% (Cap N/A, Floor 0.000%)

   4.445(c)   12/29/25     33,000        33,000,000  

Federal Farm Credit Bank, SOFR + 0.085% (Cap N/A, Floor 0.000%)

   4.445(c)   03/20/26     13,500        13,500,000  

Federal Farm Credit Bank, SOFR + 0.085% (Cap N/A, Floor 0.000%)

   4.445(c)   05/15/26     37,750        37,750,000  

Federal Farm Credit Bank, SOFR + 0.090% (Cap N/A, Floor 0.000%)

   4.450(c)   08/26/25     33,000        33,007,415  

Federal Farm Credit Bank, SOFR + 0.100% (Cap N/A, Floor 0.000%)

   4.460(c)   02/25/26     16,000        15,999,922  

Federal Farm Credit Bank, SOFR + 0.105% (Cap N/A, Floor 0.000%)

   4.465(c)   01/08/26     34,000        34,007,280  

Federal Farm Credit Bank, SOFR + 0.105% (Cap N/A, Floor 0.000%)

   4.465(c)   02/23/26     12,500        12,500,000  

Federal Farm Credit Bank, SOFR + 0.120% (Cap N/A, Floor 0.000%)

   4.480(c)   05/08/26     14,500        14,500,000  

Federal Farm Credit Bank, SOFR + 0.130% (Cap N/A, Floor 0.000%)

   4.490(c)   04/10/25     25,000        24,999,554  

Federal Farm Credit Bank, SOFR + 0.155% (Cap N/A, Floor 0.000%)

   4.515(c)   09/05/25     33,000        33,016,010  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)   02/05/25     49,000        49,000,000  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)   03/03/25     33,500        33,500,000  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)   03/19/25     32,750        32,750,000  

Federal Home Loan Bank, SOFR + 0.010% (Cap N/A, Floor 0.000%)

   4.370(c)   03/26/25     33,250        33,250,000  

Federal Home Loan Bank, SOFR + 0.015% (Cap N/A, Floor 0.000%)

   4.375(c)   03/17/25     32,000        32,000,000  

Federal Home Loan Bank, SOFR + 0.015% (Cap N/A, Floor 0.000%)

   4.375(c)   04/16/25     33,000        33,000,000  

Federal Home Loan Bank, SOFR + 0.025% (Cap N/A, Floor 0.000%)

   4.385(c)   03/11/25     34,000        34,000,000  

Federal Home Loan Bank, SOFR + 0.025% (Cap N/A, Floor 0.000%)

   4.385(c)   04/15/25     32,000        32,000,000  

 

See Notes to Financial Statements.

PGIM Core Government Money Market Fund 5

 


Schedule of Investments (unaudited) (continued)

as of January 31, 2025

 

 Description

 

  

 Interest

 Rate

 

   

Maturity
Date

 

   

Principal

Amount

(000)#

 

    

  Value  

 

 

 U.S. GOVERNMENT AGENCY OBLIGATIONS (Continued)

         

Federal Home Loan Bank, SOFR + 0.030% (Cap N/A, Floor 0.000%)

     4.390%(c)       03/26/25       20,000      $ 20,000,000  

Federal Home Loan Bank, SOFR + 0.030% (Cap N/A, Floor 0.000%)

     4.390(c)       05/15/25       33,500        33,500,000  

Federal Home Loan Bank, SOFR + 0.035% (Cap N/A, Floor 0.000%)

     4.395(c)       04/23/25       31,000        31,000,000  

Federal Home Loan Bank, SOFR + 0.050% (Cap N/A, Floor 0.000%)

     4.410(c)       08/08/25       34,000        34,000,000  

Federal Home Loan Bank

     4.413(n)       03/05/25       73,000        72,716,760  

Federal Home Loan Bank, SOFR + 0.060% (Cap N/A, Floor 0.000%)

     4.420(c)       08/19/25       16,000        16,000,000  

Federal Home Loan Bank, SOFR + 0.090% (Cap N/A, Floor 0.000%)

     4.450(c)       07/24/26       19,000        19,000,000  

Federal Home Loan Bank, SOFR + 0.100% (Cap N/A, Floor 0.000%)

     4.460(c)       02/13/26       34,000        34,000,000  

Federal Home Loan Bank, SOFR + 0.115% (Cap N/A, Floor 0.000%)

     4.475(c)       06/20/25       46,000        46,000,000  

Federal Home Loan Bank, SOFR + 0.115% (Cap N/A, Floor 0.000%)

     4.475(c)       07/10/25       46,500        46,500,000  

Federal Home Loan Bank, SOFR + 0.140% (Cap N/A, Floor 0.000%)

     4.500(c)       03/12/26       46,000        45,999,476  

Federal Home Loan Mortgage Corp., SOFR + 0.090% (Cap N/A, Floor 0.000%)

     4.450(c)       01/26/26       115,500        115,520,949  

Federal Home Loan Mortgage Corp., SOFR + 0.100% (Cap N/A, Floor 0.000%)

     4.460(c)       02/09/26       33,000        33,000,000  
         

 

 

 

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(cost $1,427,068,110)

            1,427,068,110  
         

 

 

 

U.S. TREASURY OBLIGATIONS(n) 11.9%

         

U.S. Treasury Bills

     4.251       05/06/25       66,500        65,772,019  

U.S. Treasury Bills

     4.257       07/17/25       76,000        74,538,471  

U.S. Treasury Bills

     4.269       03/04/25       76,250        75,997,655  

U.S. Treasury Bills

     4.270       05/20/25       55,000        54,305,268  

U.S. Treasury Bills

     4.275       03/25/25       78,000        77,521,561  

U.S. Treasury Bills

     4.287       10/30/25       31,500        30,524,961  

U.S. Treasury Bills

     4.290       04/22/25       53,500        52,996,981  

U.S. Treasury Bills

     4.350       03/13/25       74,500        74,143,849  

U.S. Treasury Bills

     4.373       04/08/25       73,000        72,423,064  

U.S. Treasury Bills

     4.399       04/17/25       54,700        54,209,339  

U.S. Treasury Bills

     4.400       04/24/25       59,500        58,916,655  

U.S. Treasury Bills

     4.401       04/03/25       28,000        27,795,396  

U.S. Treasury Bills

     4.401       04/10/25       56,750        56,288,262  

U.S. Treasury Bills

     4.411       04/01/25       55,500        55,104,513  

U.S. Treasury Bills

     4.418       03/11/25       36,750        36,580,616  

 

See Notes to Financial Statements.

6


 

 Description

 

  

Interest

Rate

 

   

Maturity
Date

 

    

Principal

Amount

(000)#

 

    

  Value  

 

 

 U.S. TREASURY OBLIGATIONS(n) (Continued)

          

U.S. Treasury Bills

     4.440%       05/01/25        60,000      $ 59,355,899  

U.S. Treasury Bills

     4.447       03/06/25        45,000        44,818,603  
          

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS
(cost $971,293,112)

             971,293,112  
          

 

 

 

TOTAL INVESTMENTS 100.8%
(cost $8,214,800,222)(d)

             8,214,800,222  

Liabilities in excess of other assets (0.8)%

             (66,382,374
          

 

 

 

NET ASSETS 100.0%

           $   8,148,417,848  
          

 

 

 

 

 

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

FHLMC—Federal Home Loan Mortgage Corporation

FNMA—Federal National Mortgage Association

GNMA—Government National Mortgage Association

N/A—Not Applicable

SOFR—Secured Overnight Financing Rate

 

#

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

(c)

Variable rate instrument. The interest rate shown reflects the rate in effect at January 31, 2025.

(d)

The cost of securities for federal income tax purposes is substantially the same as for financial reporting purposes.

(n)

Rate shown reflects yield to maturity at purchased date.

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.

 

See Notes to Financial Statements.

PGIM Core Government Money Market Fund 7


Schedule of Investments (unaudited) (continued)

as of January 31, 2025

 

The following is a summary of the inputs used as of January 31, 2025 in valuing such portfolio securities:

 

   

Level 1

  

  Level 2  

   

Level 3

Investments in Securities

              

Assets

              

Short-Term Investments

 

            
Repurchase Agreements       $—        $ 5,816,439,000         $—    
U.S. Government Agency Obligations         —          1,427,068,110           —    
U.S. Treasury Obligations         —          971,293,112           —    
   

 

 

      

 

 

     

 

 

   

Total

      $—        $ 8,214,800,222         $—    
 

 

  

 

 

   

 

Security Allocation:

The security allocation of investments and liabilities in excess of other assets shown as a percentage of net assets as of January 31, 2025 were as follows:

 

Repurchase Agreements      71.4
U.S. Government Agency Obligations      17.5  
U.S. Treasury Obligations      11.9  
  

 

 

 
     100.8  
Liabilities in excess of other assets      (0.8
  

 

 

 
     100.0
  

 

 

 

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.

 

See Notes to Financial Statements.

8


 

Offsetting of financial instrument/transaction assets and liabilities:

 

Description         Counterparty    Gross Market Value of
Recognized
Assets/(Liabilities)
     Collateral
Pledged/(Received)(1)
     Net
Amount

Repurchase Agreements

       Banco Bilbao Vizcaya Argentaria      $ 250,000,000         $ (250,000,000 )        $

Repurchase Agreements

       Banco Santander SA        318,439,000           (318,439,000 )         

Repurchase Agreements

       Bank of America Securities, Inc.        370,000,000           (370,000,000 )         

Repurchase Agreements

       Bank of Nova Scotia        435,000,000           (435,000,000 )         

Repurchase Agreements

       Canadian Imperial Bank of Commerce        310,000,000           (310,000,000 )         

Repurchase Agreements

       Credit Agricole Corporate & Investment Bank        425,000,000           (425,000,000 )         

Repurchase Agreements

       ING Financial Markets LLC        380,000,000           (380,000,000 )         

Repurchase Agreements

       Mizuho Securities USA LLC        100,000,000           (100,000,000 )         

Repurchase Agreements

       Natixis        380,000,000           (380,000,000 )         

Repurchase Agreements

       NatWest Markets Securities, Inc.        650,000,000           (650,000,000 )         

Repurchase Agreements

       Nomura International PLC        250,000,000           (250,000,000 )         

Repurchase Agreements

       RBC Dominion Securities, Inc.        263,000,000           (263,000,000 )         

Repurchase Agreements

       TD Securities (USA) LLC        70,000,000           (70,000,000 )         

Repurchase Agreements

       U.S. Bancorp        800,000,000           (800,000,000 )         

Repurchase Agreements

       Wells Fargo Securities LLC        815,000,000           (815,000,000 )         
         

 

 

               
          $ 5,816,439,000               
         

 

 

               

 

 

(1)

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

 

See Notes to Financial Statements.

PGIM Core Government Money Market Fund 9


Statement of Assets and Liabilities (unaudited)

as of January 31, 2025

 

 Assets

      

 Investments, at value:

   $ 2,398,361,222    

 Repurchase Agreements (cost $5,816,439,000)

     5,816,439,000    

 Cash

     35    

 Interest receivable

     9,723,352    

 Prepaid expenses

     582    
  

 

 

   

 Total Assets

     8,224,524,191    
  

 

 

   

 Liabilities

      

 Payable for investments purchased

     75,997,655    

 Accrued expenses and other liabilities

     90,092    

 Affiliated transfer agent fee payable

     16,667    

 Dividends payable

     1,090    

 Directors’ fees payable

     839    
  

 

 

   

 Total Liabilities

     76,106,343    
  

 

 

   

 Net Assets

   $ 8,148,417,848    
  

 

 

   

 Net assets were comprised of:

    

Common stock, at par ($0.00001 par value; 34,000,000,000 shares authorized for issuance)

   $ 81,485    

Paid-in capital in excess of par

     8,148,342,619    

Total distributable earnings (loss)

     (6,256  
  

 

 

   

 Net assets, January 31, 2025

   $ 8,148,417,848    
  

 

 

   

  Net asset value, offering price and redemption price per share, 

  ($8,148,417,848 ÷ 8,148,460,019 common shares issued and outstanding)

   $ 1.00    
  

 

 

   

 

 

See Notes to Financial Statements.

10


Statement of Operations (unaudited)

Six Months Ended January 31, 2025

 

  Net Investment Income (Loss)        

Interest income

   $ 142,357,370  
  

 

 

 

Expenses

  

Management fee

     8,971,490  

Custodian and accounting fees

     63,926  

Transfer agent’s fees and expenses (including affiliated expense of $ 50,000)

     50,630  

Professional fees

     17,723  

Audit fee

     13,471  

Shareholders’ reports

     7,443  

Directors’ fees

     4,839  

Miscellaneous

     5,993  
  

 

 

 

Total expenses

     9,135,515  

Less: Fee waiver and/or expense reimbursement

     (8,971,490
  

 

 

 

Net expenses

     164,025  
  

 

 

 

Net investment income (loss)

     142,193,345  
  

 

 

 

Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain (loss) on investment transactions

     233,009  
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ 142,426,354  
  

 

 

 

 

See Notes to Financial Statements.

PGIM Core Government Money Market Fund 11

 


Statements of Changes in Net Assets (unaudited)

 

     Six Months Ended
January 31, 2025
          

Year Ended
July 31, 2024

 

Increase (Decrease) in Net Assets

                         

Operations

       

Net investment income (loss)

   $ 142,193,345        $ 276,014,143  

Net realized gain (loss) on investment transactions

     233,009          (11,704
  

 

 

      

 

 

 

Net increase (decrease) in net assets resulting from operations

     142,426,354          276,002,439  
  

 

 

      

 

 

 

Dividends and Distributions

       

Distributions from distributable earnings

     (142,418,729        (276,014,143
  

 

 

      

 

 

 

Fund share transactions (at $1.00 per share)

       

Net proceeds from shares sold (48,797,286,130 and 67,255,986,278 shares, respectively)

     48,797,287,156          67,255,949,463  

Net asset value of shares issued in reinvestment of dividends and distributions (140,455,846 and 272,244,663 shares, respectively)

     140,455,846          272,244,663  

Cost of shares purchased (46,576,593,015 and 69,376,355,030 shares, respectively)

     (46,576,593,015        (69,376,355,030
  

 

 

      

 

 

 

Net increase (decrease) in net assets from Fund share transactions

     2,361,149,987          (1,848,160,904
  

 

 

      

 

 

 

Total increase (decrease)

     2,361,157,612          (1,848,172,608

Net Assets:

                         

Beginning of period

     5,787,260,236          7,635,432,844  
  

 

 

      

 

 

 

End of period

   $ 8,148,417,848        $ 5,787,260,236  
  

 

 

      

 

 

 

 

See Notes to Financial Statements.

12


Financial Highlights (unaudited)

 

   
                       
     

Six Months

Ended

January 31,

 

Year Ended July 31,

             
         

March 07, 2023(a)

through July 31,

    
           
      2025   2024        2023     
Per Share Operating Performance(b):                                            
Net Asset Value, Beginning of Period        $1.00         $1.00              $1.00          
Net investment income (loss) and net realized gain (loss) on investment transactions        0.02         0.05              0.02          
Dividends to shareholders        (0.02       (0.05            (0.02 )          
Net asset value, end of period        $1.00         $1.00              $1.00          
Total Return(c):        2.48       5.55            2.06 %          
                       
   
Ratios/Supplemental Data:                      
Net assets, end of period (000)        $8,148,418         $5,787,260              $7,635,433          
Average net assets (000)        $5,898,902         $5,098,100              $6,015,481          
Ratios to average net assets:                                              
Expenses after waivers and/or expense reimbursement        0.01 %(d)         0.01            0.01 %(e)          
Expenses before waivers and/or expense reimbursement        0.31 %(d)         0.31            0.31 %(e)          
Net investment income (loss)        4.78 %(d)         5.41            5.08 %(e)          

 

(a)

Commencement of operations.

(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 GAAP. Total returns for periods less than one full year are not annualized.

(d)

Annualized.

(e)

Annualized, with the exception of certain non-recurring expenses.

 

See Notes to Financial Statements.

PGIM Core Government Money Market Fund 13

 


Notes to Financial Statements (unaudited)

 

1.

Organization

Prudential Government Money Market Fund, Inc. (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Maryland Corporation. These financial statements relate only to the PGIM Core Government Money Market Fund (the “Fund”), a series of the RIC. Shares of the Fund are not registered under the Securities Act of 1933, as amended. The Fund is classified as a diversified fund for purposes of the 1940 Act.

The investment objective of the Fund is maximum current income consistent with stability of capital and the maintenance of liquidity.

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

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

 

2.

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 is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to U.S. generally accepted accounting principles (“GAAP”). The Fund consistently follows such policies in the preparation of its financial statements.

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued as of the close of each day (generally, 4:00 PM Eastern time) the New York Stock

 

14


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

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

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

The Fund’s securities of sufficient credit quality are valued using amortized cost method, which approximates fair value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. These securities are categorized as Level 2 in the fair value hierarchy.

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

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; and any available analyst media or other reports or information deemed reliable by the Valuation Designee regarding the issuer or the markets or industry in

 

PGIM Core Government Money Market Fund 15


Notes to Financial Statements(unaudited) (continued)

 

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.

Repurchase Agreements: The Fund entered into repurchase agreements. In connection with transactions in repurchase agreements with United States financial institutions, it is the Fund’s policy that its custodian or designated subcustodians under triparty repurchase agreements, as the case may be, take possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transactions, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines or, if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

Master Netting Arrangements: The RIC, 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 all or a portion 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 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.

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual expense amounts.

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

 

16


income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.

Dividends and Distributions: Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from GAAP, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified between total distributable earnings (loss) and paid-in capital in excess of par, as appropriate. The chart below sets forth the expected frequency of dividend and capital gains distributions to shareholders. Various factors may impact the frequency of dividend distributions to shareholders, including but not limited to adverse market conditions or portfolio holding-specific events.

 

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

 

*

The Fund declares dividends of any net investment income to shareholders on a daily basis and distributes the dividends every month. Under certain circumstances, the Fund may make more than one distribution of long-term capital gains during a fiscal year.

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.

 

3.

Agreements

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

The Manager has entered into a subadvisory agreement with PGIM, Inc. (the “subadviser”), which provides subadvisory services to the Fund through its business unit PGIM Fixed Income. The Manager pays for the services of PGIM, Inc.

Fees payable under the management agreement are computed daily and paid monthly. For the reporting period ended January 31, 2025, the contractual and effective management fee rates were as follows:

 

 Contractual Management Rate    Effective Management Fee, before any waivers and/or expense reimbursements
 0.50% of average daily net assets up to    0.30%
 and including $50 million; and 0.30% on     
 average daily net assets over $50 million.     

 

PGIM Core Government Money Market Fund 17

 


Notes to Financial Statements (unaudited) (continued)

 

PGIM Investments has contractually agreed, through November 30, 2025, to waive its management fee to 0.00% of average daily net assets of the Fund.

The RIC, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the shares of the Fund. No distribution or service fees are paid to PIMS as distributor for shares of the Fund.

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

 

4.

Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent and shareholder servicing agent. Transfer agent’s fees and expenses in the 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/trustees, and/or common officers. For the reporting period ended January 31, 2025, no Rule 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 January 31, 2025 were as follows:

 

           
Tax Basis       

Gross

Unrealized

Appreciation

 

Gross

Unrealized

Depreciation

      

Net

Unrealized

Appreciation

$8,214,800,222

      $—   $—       $—

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

 

   

Capital Loss

Carryforward

 

Capital Loss

Carryforward Utilized

$14,000

  $—

 

18


 

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. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the two fiscal years up to the most recent fiscal year ended July 31, 2024 are subject to such review.

 

6.

Capital and Ownership

Shares of the Fund are available only to investment companies managed by PGIM Investments.

The RIC is authorized to issue 200,000,000,000 shares of common stock, $0.00001 par value per share, 34,000,000,000 of which are designated as shares of the Fund.

As of January 31, 2025, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:

 

   
Number of Shares  

Percentage of

Outstanding Shares

8,150,435,513

  100.0%

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

 

     
      Number of Shareholders    Percentage of Outstanding Shares

Affiliated

       5        54.2 %

Unaffiliated

             

 

7.

Risks of Investing in the Fund

The Fund’s risks include, but are not limited to, some or all of the risks discussed below. For further information on the Fund’s risks, please refer to the Fund’s Prospectus and Statement of Additional Information.

Adjustable and Floating Rate Securities Risk: The value of adjustable and floating rate securities may lag behind the value of fixed rate securities when interest rates change. Such securities may be subject to extended settlement periods (longer than seven days) and in unusual market conditions, with a high volume of shareholder redemptions, may present a risk of loss to the Fund or may impair the Fund’s ability satisfy shareholder redemption requests.

Credit Risk: This is the risk that the issuer, the guarantor, or the insurer of a fixed income security, or the counterparty to a contract may be unable or unwilling to make timely principal and interest payments or to otherwise honor its obligations. Additionally, fixed income securities could lose value due to a loss of confidence in the ability of the issuer,

 

PGIM Core Government Money Market Fund 19


Notes to Financial Statements (unaudited) (continued)

 

guarantor, insurer, or counterparty to pay back debt. The lower the credit quality of a bond, the more sensitive it is to credit risk.

Cyber Security Risk: Failures or breaches of the electronic systems of the Fund, the Fund’s manager, subadviser, distributor, and other service providers, or the issuers of securities in which the Fund invests have the ability to cause disruptions and negatively impact the Fund’s business operations, potentially resulting in financial losses to the Fund and its shareholders. While the Fund has established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Fund cannot control the cyber security plans and systems of the Fund’s service providers or issuers of securities in which the Fund invests.

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

Economic and Market Events Risk: Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in periods of unusually high volatility in a market or a segment of a market, which could negatively impact performance. Reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide. In addition, it remains uncertain that governmental entities will intervene in response to market disturbances, and the effect of any such future intervention cannot be predicted.

Forward Commitments Risk: Forward commitments are subject to the risk that the counterparty to the forward commitment may fail to make payment or delivery in a timely manner or at all. Forward commitments are also subject to the risk that the value of the security to be purchased may decline prior to the settlement date.

Increase in Expenses Risk: Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table in the Fund’s prospectus for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease.

 

20


Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile. Active and frequent trading of Fund securities can increase expenses.

Interest Rate Risk: The value of your investment may go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration debt securities. Similarly, a rise in interest rates may also have a greater negative impact on the value of equity securities whose issuers expect earnings further out in the future. For example, a fixed income security with a duration of three years is expected to decrease in value by approximately 3% if interest rates increase by 1%. This is referred to as “duration risk.” When interest rates fall, the issuers of debt obligations may prepay principal more quickly than expected, and the Fund may be required to reinvest the proceeds at a lower interest rate. This is referred to as “prepayment risk.” In addition, if the Fund purchases a fixed income security at a premium (at a price that exceeds its stated par or principal value), the Fund may lose the amount of the premium paid in the event of prepayment. When interest rates rise, debt obligations may be repaid more slowly than expected, and the value of the Fund’s holdings may fall sharply. This is referred to as “extension risk.” The Fund may lose money if short-term or long-term interest rates rise sharply or in a manner not anticipated by the subadviser.

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

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

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

 

PGIM Core Government Money Market Fund 21

 


Notes to Financial Statements (unaudited) (continued)

 

East, terrorism, natural disasters and public health epidemics (including the outbreak of COVID-19 globally).

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

Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions.

Net Asset Value Risk: There is no assurance that the Fund will maintain a net asset value of $1.00 per share on a continuous basis. Furthermore, there can be no assurance that the Fund’s affiliates will purchase distressed assets from the Fund, make capital infusions, enter into capital support agreements or take other actions to ensure that the Fund maintains a net asset value of $1.00 per share. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the Fund, could face a universal risk of increased redemption pressures, potentially jeopardizing the stability of their net asset values. In general, certain other money market funds have in the past failed to maintain stable net asset values and there can be no assurance that such failures and resulting redemption pressures will not occur in the future.

Redemption Risk: The Fund may experience heavy redemptions, particularly during periods of declining or illiquid markets, that could cause the Fund to liquidate its assets at inopportune times or at a loss or depressed value and that could affect the Fund’s ability to maintain a $1.00 share price.

Repurchase Agreements Risk: Repurchase agreements could involve certain risks in the event of default or insolvency of the seller, including losses and possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. To the extent that, in the meantime, the value of the securities that the Fund has purchased has decreased, the Fund could experience a loss.

 

22


When-Issued and Delayed-Delivery Transactions Risk: When-issued and delayed-delivery securities involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.

U.S. Government and Agency Securities Risk: U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government. Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Further, the U.S. Government and its agencies, authorities, instrumentalities and enterprises do not guarantee the market value of their securities; consequently, the value of such securities will fluctuate. This may be the case especially when there is any controversy or ongoing uncertainty regarding the status of negotiations in the U.S. Congress to increase the statutory debt ceiling. Such controversy or uncertainty could, among other things, result in the credit quality rating of the U.S. Government being downgraded and reduced prices of U.S. Treasury securities. If the U.S. Congress is unable to negotiate an adjustment to the statutory debt ceiling, there is also the risk that the U.S. Government may default on payments on certain U.S. Government securities, including those held by the Fund, which could have a negative impact on the Fund. An increase in demand for U.S. Government securities resulting from an increase in demand for government money market funds may lead to lower yields on such securities.

Yield Risk: The amount of income received by the Fund will go up or down depending on day-to-day variations in short-term interest rates, and when interest rates are very low the Fund’s expenses could absorb all or a significant portion of the Fund’s income. If interest rates increase, the Fund’s yield may not increase proportionately. For example, the Fund’s investment manager may discontinue any temporary voluntary fee limitation.

 

8.

Subsequent Event

The Fund’s management evaluated subsequent events through the date of issuance of the financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the financial statements as of January 31, 2025.

 

PGIM Core Government Money Market Fund 23


Other Information

Form N-CSR Item 8 - Changes in and Disagreements with Accountants for Open-End Management Investment Companies - None.

Form N-CSR Item 9 - Proxy Disclosures for Open-End Management Investment Companies - None.

Form N-CSR Item 10 - Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies - Included within the Statement of Operations of the financial statements filed under Item 7 of this Form.

Form N-CSR Item 11 - Statement Regarding Basis for Approval of Investment Advisory Contract. - None.


Item 12  –   Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.
Item 13  –   Portfolio Managers of Closed-End Management Investment Companies – Not applicable.
Item 14  –   Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.
Item 15  –   Submission of Matters to a Vote of Security Holders – There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item  16  –   Controls and Procedures

 

  

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

  

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

 

Item 17  –    Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not applicable.
Item 18  –    Recovery of Erroneously Awarded Compensation – Not applicable.

 

Item 19  –    Exhibits

 

  (a)(1)

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

  (a)(2)

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

  (a)(3)

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

  (a)(4)

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

  (a)(5)

Change in the registrant’s independent public accountant – Not applicable.

 

  (b)

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


SIGNATURES

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

Registrant:  Prudential Government Money Market Fund, Inc.

 

By:        /s/ Andrew R. French
    Andrew R. French
    Secretary
Date:      March 18, 2025

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

 

By:         /s/ Stuart S. Parker
     Stuart S. Parker
     President and Principal Executive Officer
Date:       March 18, 2025
By:      /s/ Christian J. Kelly
     Christian J. Kelly
     Treasurer and Principal Financial Officer
Date:       March 18, 2025