N-CSR

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:	811-07811
Exact name of registrant as specified in charter:	Prudential Jennison Mid-Cap Growth Fund, Inc.
Address of principal executive offices:	655 Broad Street, 17th Floor
	Newark, New Jersey 07102
Name and address of agent for service:	Andrew R. French
	655 Broad Street, 17th Floor
	Newark, New Jersey 07102
Registrant’s telephone number, including area code:	800-225-1852
Date of fiscal year end:	8/31/2020
Date of reporting period:	8/31/2020

Item 1 – Reports to Stockholders

PGIM JENNISON MID-CAP GROWTH FUND

ANNUAL REPORT

AUGUST 31, 2020

COMING SOON: PAPERLESS SHAREHOLDER REPORTS

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

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

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

To enroll in e-delivery, go to pgim.com/investments/resource/edelivery

Table of Contents

Letter from the President	3
Your Fund’s Performance	4
Growth of a $10,000 Investment	5
Strategy and Performance Overview	8
Fees and Expenses	12
Holdings and Financial Statements	15
Approval of Advisory Agreements

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

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

Mutual funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates LLC is a registered investment adviser. Both are Prudential Financial companies. ^© 2020 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

Effective June 26, 2020, all of the issued and outstanding Class B shares of the Fund converted into Class A shares.

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Letter from the President

Dear Shareholder:

We hope you find the annual report for the PGIM Jennison Mid-Cap Growth Fund informative and useful. The report covers performance for the 12-month period that ended August 31, 2020.

During the first half of the period, the global economy remained healthy—particularly in the US—fueled by rising corporate profits and strong job growth. The outlook changed dramatically in March as the coronavirus outbreak quickly and substantially shut down economic activity worldwide, leading to significant job losses and a steep decline in global growth and earnings. Responding to this disruption, the Federal Reserve (the Fed) cut the federal funds rate target to near zero and flooded capital markets with liquidity; and Congress passed stimulus bills worth approximately $3 trillion that offered an economic lifeline to consumers and businesses.

While stocks climbed throughout the first half of the period, they fell significantly in March amid a spike in volatility, ending the 11-year-long equity bull market. With stores and factories closing and consumers staying at home to limit the spread of the virus, investors sold stocks on fears that corporate earnings would take a serious hit. As states reopened their economies in the spring and early summer, a strong equity market rally helped stocks around the globe post gains during the period.

The bond market overall—including US and global bonds as well as emerging market debt—rose during the period as investors sought safety in fixed income. A significant rally in interest rates pushed the 10-year US Treasury yield down to a record low. In March, the Fed took several aggressive actions to keep the bond markets running smoothly, restarting many of the relief programs that proved to be successful in helping end the global financial crisis in 2008-09.

Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

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

Thank you for choosing our family of funds.

Sincerely,

Stuart S. Parker, President

PGIM Jennison Mid-Cap Growth Fund

October 15, 2020

PGIM Jennison Mid-Cap Growth Fund 3

Your Fund’s Performance (unaudited)

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

	Average Annual Total Returns as of 8/31/20
	One Year (%)	Five Years (%)		Ten Years (%)		Since Inception (%)
Class A
(with sales charges)	15.03		11.19		13.10		—
(without sales charges)	21.73		12.46		13.74		—
Class C
(with sales charges)	20.26		11.69		12.95		—
(without sales charges)	20.95		11.69		12.95		—
Class R
(without sales charges)	21.56		12.25		13.52		—
Class Z
(without sales charges)	22.16		12.79		14.07		—
Class R2
(without sales charges)	21.74		N/A		N/A		14.72 (12/27/17)
Class R4
(without sales charges)	22.05		N/A		N/A		15.02 (12/27/17)
Class R6
(without sales charges)	22.32		12.99		N/A		12.20 (1/18/11)
Russell Midcap Growth Index
	23.56		14.94		16.03		—
Russell Midcap Index
	8.73		9.76		13.11		—
Average Annual Total Returns as of 8/31/20 Since Inception (%)
				Class R2, R4 (12/27/17)		Class R6 (1/18/11)
Russell Midcap Growth Index					16.15		13.60
Russell Midcap Index					6.48		10.85

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

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Growth of a $10,000 Investment (unaudited)

The graph compares a $10,000 investment in the Fund’s Class Z shares with a similar investment in the Russell Midcap Growth Index by portraying the initial account values at the beginning of the 10-year period (August 31, 2010) and the account values at the end of the current fiscal year (August 31, 2020) as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) all recurring fees (including management fees) were deducted; and (b) all dividends and distributions were reinvested. The line graph provides information for Class Z shares only. As indicated in the tables provided earlier, performance for other share classes will vary due to the differing fees and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursements, if any, the Fund’s returns would have been lower.

Past performance does not predict future performance. Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

PGIM Jennison Mid-Cap Growth Fund 5

Your Fund’s Performance (continued)

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

	Class A	Class C	Class R	Class Z	Class R2	Class R4	Class R6
Maximum initial sales charge	5.50% of the public offering price	None	None	None	None	None	None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of the original purchase price or the net asset value at redemption)	1.00% on sales of $1 million or more made within 12 months of purchase	1.00% on sales made within 12 months of purchase	None	None	None	None	None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)	0.30%	1.00%	0.75% (0.50% currently)	None	0.25%	None	None
Shareholder service fee	None	None	None	None	0.10%*	0.10%*	None

*Shareholder service fee reflects maximum allowable fees under a shareholder services plan.

Benchmark Definitions

Russell Midcap Growth Index—The Russell Midcap Growth Index is an unmanaged, market value-weighted index that measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values.

Russell Midcap Index—The Russell Midcap Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index.

Investors cannot invest directly in an index. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes that may be paid by an investor.

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Presentation of Fund Holdings as of 8/31/20

Ten Largest Holdings	Line of Business	% of Net Assets
Splunk, Inc.	Software	2.6%
Advanced Micro Devices, Inc.	Semiconductors & Semiconductor Equipment	2.6%
Marvell Technology Group Ltd.	Semiconductors & Semiconductor Equipment	2.3%
CoStar Group, Inc.	Professional Services	2.3%
RingCentral, Inc. (Class A Stock)	Software	2.0%
Dollar General Corp.	Multiline Retail	2.0%
O’Reilly Automotive, Inc.	Specialty Retail	2.0%
Pinterest, Inc. (Class A Stock)	Interactive Media & Services	1.9%
Avalara, Inc.	Software	1.9%
HubSpot, Inc.	Software	1.9%

Holdings reflect only long-term investments and are subject to change.

PGIM Jennison Mid-Cap Growth Fund 7

Strategy and Performance Overview (unaudited)

How did the Fund perform?

The PGIM Jennison Mid-Cap Growth Fund’s Class Z shares returned 22.16% in the 12-month reporting period that ended August 31, 2020, underperforming the 23.56% return of the Russell Midcap Growth Index (the Index).

What was the market environment?

• US equities markets were highly volatile during the reporting period, unsettled by US-China trade discord; softening economic growth in the US, Europe, and China; geopolitical uncertainties; and the global spread of COVID-19, the disease caused by the novel coronavirus that originated in China in 2019.

• The US political landscape likewise was unsettled, as investigations of interference in the 2016 presidential election unfolded, impeachment hearings against President Trump proceeded, the 2020 election cycle ramped up, and leaders politicized the COVID-19 pandemic.

• The Federal Reserve lowered the federal funds rate four times during the period, ending it in a target range of 0.00%-0.25%. Stocks rose to historic highs on February 19, 2020, then dropped more than 30% in only 25 trading days as the COVID-19 outbreak spread rapidly around the globe, disrupting markets and life virtually everywhere. Policymakers responded to these events with historic monetary and fiscal actions.

• Equities markets rebounded strongly in the period’s final months, but the COVID-19 pandemic’s economic damage continued to accumulate. US gross domestic product plummeted 32.9% in the second quarter of 2020, the largest decline in post-World War II history.

What worked?

• Information technology provided a number of positive contributors to the Fund’s performance.

• Advanced Micro Devices Inc. has a superior and lower-priced product offering, in Jennison’s view, that through strong execution can continue to gain market share in the high-profit data center and notebook businesses. The company is launching solutions that have distinct and significant advantages from a performance/power and total cost-of-ownership perspective.

• Coupa Software Inc. is a leader in cloud-based spend-management software that simplifies corporate procurement, invoicing, and expense management. The company has acquired new customers at an accelerated rate in recent years. Jennison likes Coupa’s recurring revenue, favorable supplier pricing model, and opportunities to increase its penetration rates in the estimated $20 billion-plus expense-management market.

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• The health care sector was another source of strong performance.

• Teladoc Health Inc., the world’s largest telemedicine company, uses web, mobile apps, video, and phone platforms to connect patients with physicians. While telemedicine has been growing rapidly for several years with many large employers and health plans offering it to members, utilization rates have remained relatively low. However, the COVID-19 pandemic has given rise to what Jennison believes is a sea change that could permanently modify health care benefits, treatment, and consumer behavior. In the current environment, employees are now seeking telemedicine services, and insurance plans are waiving co-pays and co-insurance for users. Jennison eliminated its Teladoc position in June 2020 as the company’s market capitalization increased beyond the Fund strategy’s investable range.

• Catalent Inc. provides integrated services, drug delivery technologies, and manufacturing solutions to help life science innovators develop and launch successful pharmaceuticals, biologics, and consumer health products. Shares rose as development of potential COVID-19 vaccines and treatments had a positive impact on the company’s biologics segment. Strong demand for new products in Catalent’s oral and specialty delivery businesses also helped boost shares. Jennison expects a shift toward biologics to accelerate Catalent’s organic growth and higher margins, which could be bolstered further by COVID-19 related treatments.

• In the consumer discretionary sector:

• The Fund benefited from its investment in Etsy Inc., an e-commerce website focusing on handmade or vintage items as well as craft supplies. Sales trends accelerated meaningfully as COVID-19 spread, and Jennison believes that new company management is working to improve growth and the customer experience.

What didn’t work?

• Notable detractors were found across various sectors.

• CBRE Group Inc. is a leading global real estate services firm in a fragmented industry that is working to make its businesses less cyclical and seeking to increase outsourcing as a percentage of fee revenue. The company also continues to take share in more pro-cyclical capital markets and leasing. While CBRE has an extremely flexible balance sheet and attractive net debt, shares fell during the reporting period as the most economically sensitive areas of its commercial real estate businesses are likely to be severely impacted by near-term market uncertainty, in Jennison’s view. However, Jennison believes CBRE will prove more resilient than its industry peers and retains its conviction in the company.

PGIM Jennison Mid-Cap Growth Fund 9

Strategy and Performance Overview (continued)

• Starwood Property Trust Inc. operates as a real estate investment trust (REIT). Through subsidiaries, it also focuses on originating, acquiring, financing, and managing commercial mortgage loans, commercial mortgage-backed securities, and other commercial real estate-related debt investments in the US and Europe. Shares were down considerably during the period due to credit concerns about the company’s loans and worries about its liquidity. Although Jennison still considers the company an attractive investment in the long term, the position was eliminated during the period in favor of other opportunities.

• Hilton Worldwide Holdings Inc. is the second-largest global-branded hotel company with an attractive asset-light model. COVID-19 has weighed heavily on the hotel industry and Jennison eliminated the position during the period.

• Cintas Corp. supplies corporate identity uniform programs, providing entrance and logo mats, restroom supplies, promotional products, first aid, safety, fire protection products and services, and industrial carpet and tile cleaning. Jennison eliminated the position during the period as it expects the downturn from COVID-19 to be severe.

• Bright Horizons Family Solutions Inc. is a US-based childcare provider and the largest provider of employer-sponsored childcare. It also provides back-up child care and elder care, tuition program management, education advising, and student loan repayment programs. The company suffered a severe downturn in its business as the vast majority of its centers closed following the COVID-19 outbreak, and Jennison exited its position.

Current outlook

• A troubling new surge in viral infection rates in several states near the end of the reporting period has led to second thoughts about moving forward with scheduled, phased-in reopenings.

• Given the high degree of uncertainty, Jennison believes companies are taking a more cautious approach to near-term business planning. Likewise, many companies are suspending financial guidance for now with the hope of providing greater clarity later this year.

• Jennison has spent the past several months attempting to assess the impact of COVID-19 on Fund holdings by speaking with the management teams from each company held in the portfolio. In Jennison’s view, such conversations have helped provide a better understanding of the pandemic’s immediate effects on these businesses, but precise estimates of the impact over the balance of 2020 and longer term are not yet possible given the substantially greater-than-normal uncertainty.

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• As economic and market uncertainty rise, Jennison continues to identify companies that have strong fundamentals and might outgrow market averages. Jennison believes this strategy favors the Fund’s disciplined and bottom-up investment approach that focuses on identifying above-average growers with reasonable valuations.

• While Jennison has taken some profits in stocks that have rebounded significantly, the Fund’s overall exposure has increased in communication services, consumer discretionary, health care, and information technology to reflect where Jennison sees the best potential opportunities in the new environment due to COVID-19.

PGIM Jennison Mid-Cap Growth Fund 11

Fees and Expenses (unaudited)

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

The example is based on an investment of $1,000 held through the six-month period ended August 31, 2020. The example is for illustrative purposes only; you should consult the Fund’s Prospectus for information on initial and subsequent minimum investment requirements.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

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

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

PGIM Jennison Mid-Cap Growth Fund		Beginning Account Value March 1, 2020		Ending Account Value August 31, 2020		Annualized Expense Ratio Based on the Six-Month Period			Expenses Paid During  the Six-Month Period*
Class A	Actual	$	1,000.00	$	1,232.80		1.06	%	$	5.95
	Hypothetical	$	1,000.00	$	1,019.81		1.06	%	$	5.38
Class C	Actual	$	1,000.00	$	1,228.90		1.73	%	$	9.69
	Hypothetical	$	1,000.00	$	1,016.44		1.73	%	$	8.77
Class R	Actual	$	1,000.00	$	1,232.10		1.25	%	$	7.01
	Hypothetical	$	1,000.00	$	1,018.85		1.25	%	$	6.34
Class Z	Actual	$	1,000.00	$	1,235.20		0.68	%	$	3.82
	Hypothetical	$	1,000.00	$	1,021.72		0.68	%	$	3.46
Class R2	Actual	$	1,000.00	$	1,233.10		1.08	%	$	6.06
	Hypothetical	$	1,000.00	$	1,019.71		1.08	%	$	5.48
Class R4	Actual	$	1,000.00	$	1,234.80		0.83	%	$	4.66
	Hypothetical	$	1,000.00	$	1,020.96		0.83	%	$	4.22
Class R6	Actual	$	1,000.00	$	1,236.10		0.60	%	$	3.37
	Hypothetical	$	1,000.00	$	1,022.12		0.60	%	$	3.05

*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended August 31, 2020, and divided by the 366 days in the Fund’s fiscal year ended August 31, 2020 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

PGIM Jennison Mid-Cap Growth Fund 13

Schedule of Investments

as of August 31, 2020

Description	Shares		Value
LONG-TERM INVESTMENTS     99.9%
COMMON STOCKS
Aerospace & Defense     1.5%
L3Harris Technologies, Inc.		209,965	$	37,949,074
Auto Components     1.2%
Aptiv PLC(a)		349,878		30,131,493
Biotechnology     4.0%
Argenx SE (Netherlands), ADR*		102,551		23,716,970
Genmab A/S (Denmark), ADR*		409,381		15,458,227
Immunomedics, Inc.*(a)		415,658		18,521,720
Sarepta Therapeutics, Inc.*(a)		112,381		16,454,826
Seattle Genetics, Inc.*		173,573		27,483,549
				101,635,292
Building Products     1.5%
Trane Technologies PLC		329,946		39,062,307
Capital Markets     1.9%
Apollo Global Management, Inc.(a)		472,646		22,152,918
Ares Management Corp. (Class A Stock)(a)		628,297		25,414,614
				47,567,532
Chemicals     1.7%
FMC Corp.(a)		396,780		42,399,911
Commercial Services & Supplies     1.0%
GFL Environmental, Inc. (Canada)(a)		1,401,895		25,584,584
Construction & Engineering     1.5%
Quanta Services, Inc.		725,017		37,157,121
Containers & Packaging     1.1%
Crown Holdings, Inc.*		363,307		27,920,143
Electrical Equipment     1.0%
AMETEK, Inc.		263,453		26,529,717
Electronic Equipment, Instruments & Components     3.5%
Amphenol Corp. (Class A Stock)		329,524		36,181,735

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    15

Schedule of Investments (continued)

as of August 31, 2020

Description	Shares		Value
COMMON STOCKS (Continued)
Electronic Equipment, Instruments & Components (cont’d.)
CDW Corp.		176,478	$	20,056,725
Cognex Corp.(a)		460,839		31,885,450
				88,123,910
Entertainment     3.4%
Spotify Technology SA*(a)		160,201		45,202,314
Take-Two Interactive Software, Inc.*		233,884		40,038,602
				85,240,916
Equity Real Estate Investment Trusts (REITs)     1.7%
SBA Communications Corp.		141,103		43,187,395
Health Care Equipment & Supplies     6.7%
Align Technology, Inc.*(a)		142,326		42,267,975
Cooper Cos., Inc. (The)		79,763		25,075,892
DexCom, Inc.*(a)		61,397		26,118,898
Insulet Corp.*(a)		167,536		36,564,732
Teleflex, Inc.		104,165		40,931,637
				170,959,134
Health Care Providers & Services     3.1%
Guardant Health, Inc.*(a)		328,104		31,333,932
Molina Healthcare, Inc.*		254,610		47,095,212
				78,429,144
Health Care Technology     1.0%
Teladoc Health, Inc.*(a)		115,672		24,949,294
Hotels, Restaurants & Leisure     1.0%
Dunkin’ Brands Group, Inc.		318,717		24,247,989
Household Products     1.6%
Church & Dwight Co., Inc.(a)		419,219		40,173,757
Insurance     0.6%
RenaissanceRe Holdings Ltd. (Bermuda)		84,149		15,461,537
Interactive Media & Services     1.9%
Pinterest, Inc. (Class A Stock)*		1,298,324		47,765,340

See Notes to Financial Statements.

16

Description	Shares		Value
COMMON STOCKS (Continued)
Internet & Direct Marketing Retail     2.9%
Chewy, Inc. (Class A Stock)*(a)		637,880	$	38,955,331
Etsy, Inc.*		296,290		35,465,913
				74,421,244
IT Services     4.6%
Fiserv, Inc.*		232,878		23,189,991
Global Payments, Inc.		216,724		38,277,793
Okta, Inc.*(a)		83,663		18,018,500
Twilio, Inc. (Class A Stock)*		136,269		36,759,926
				116,246,210
Leisure Products     0.7%
Peloton Interactive, Inc. (Class A Stock)*		234,622		17,988,469
Life Sciences Tools & Services     5.9%
10X Genomics, Inc. (Class A Stock)*		197,450		22,631,719
Agilent Technologies, Inc.(a)		423,057		42,483,384
IQVIA Holdings, Inc.*		231,784		37,954,630
PPD, Inc.*		1,350,155		46,364,323
				149,434,056
Machinery     2.3%
IDEX Corp.		182,648		32,918,649
Nordson Corp.		134,702		25,120,576
				58,039,225
Multiline Retail     2.0%
Dollar General Corp.(a)		255,516		51,583,570
Pharmaceuticals     1.8%
Catalent, Inc.*		499,244		46,180,070
Professional Services     4.0%
CoStar Group, Inc.*(a)		69,699		59,146,571
IHS Markit Ltd.		527,815		42,182,975
				101,329,546
Real Estate Management & Development     0.5%
CBRE Group, Inc. (Class A Stock)*(a)		273,137		12,845,633

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    17

Schedule of Investments (continued)

as of August 31, 2020

Description	Shares		Value
COMMON STOCKS (Continued)
Road & Rail     1.7%
J.B. Hunt Transport Services, Inc.		304,653	$	42,815,932
Semiconductors & Semiconductor Equipment     8.8%
Advanced Micro Devices, Inc.*		715,506		64,982,255
Lam Research Corp.(a)		90,647		30,488,212
Marvell Technology Group Ltd.(a)		1,542,593		59,821,757
Microchip Technology, Inc.(a)		342,405		37,561,828
Monolithic Power Systems, Inc.		113,098		30,211,869
				223,065,921
Software     18.5%
Atlassian Corp. PLC (Class A Stock)*(a)		168,264		32,266,305
Avalara, Inc.*(a)		358,666		47,490,965
Coupa Software, Inc.*(a)		140,628		46,089,421
Crowdstrike Holdings, Inc. (Class A Stock)*		148,967		18,729,621
Five9, Inc.*		94,649		12,062,069
Globant SA (Argentina)*(a)		137,532		24,422,932
Guidewire Software, Inc.*(a)		214,169		24,053,320
HubSpot, Inc.*(a)		157,511		47,202,896
Palo Alto Networks, Inc.*(a)		174,631		44,951,766
Paycom Software, Inc.*(a)		93,878		28,112,706
RingCentral, Inc. (Class A Stock)*(a)		177,871		51,719,551
Splunk, Inc.*(a)		296,776		65,091,880
Trade Desk, Inc. (The) (Class A Stock)*(a)		55,414		26,670,758
				468,864,190
Specialty Retail     5.3%
Burlington Stores, Inc.*(a)		212,599		41,867,121
Five Below, Inc.*(a)		387,014		42,358,682
O’Reilly Automotive, Inc.*		109,404		50,941,785
				135,167,588
TOTAL LONG-TERM INVESTMENTS (cost $1,575,895,041)				2,532,457,244
SHORT-TERM INVESTMENTS     27.0%
AFFILIATED MUTUAL FUNDS
PGIM Core Ultra Short Bond Fund(w)		6,051,530		6,051,530

See Notes to Financial Statements.

18

Description	Shares		Value
AFFILIATED MUTUAL FUNDS (Continued)
PGIM Institutional Money Market Fund (cost $676,422,826; includes $676,260,461 of cash collateral for securities on loan)(b)(w)		676,849,442	$	676,714,072
TOTAL SHORT-TERM INVESTMENTS (cost $682,474,356)				682,765,602
TOTAL INVESTMENTS     126.9% (cost $2,258,369,397)				3,215,222,846
Liabilities in excess of other assets     (26.9)%				(681,129,016	)
NET ASSETS     100.0%			$	2,534,093,830

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

ADR—American Depositary Receipt

LIBOR—London Interbank Offered Rate

REITs—Real Estate Investment Trust

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $662,817,292; cash collateral of $676,260,461 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments. In the event of significant appreciation in value of securities on loan on the last business day of the reporting period, the Fund may reflect a collateral value that is less than the market value of the loaned securities and such shortfall is remedied the following business day.

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

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

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 August 31, 2020 in valuing such portfolio securities:

	Level 1		Level 2		Level 3
Investments in Securities
Assets
Common Stocks
Aerospace & Defense	$	37,949,074		$—		$—
Auto Components		30,131,493		—		—

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    19

Schedule of Investments (continued)

as of August 31, 2020

	Level 1		Level 2		Level 3
Investments in Securities (continued)
Assets (continued)
Common Stocks (continued)
Biotechnology	$	101,635,292		$—		$—
Building Products		39,062,307		—		—
Capital Markets		47,567,532		—		—
Chemicals		42,399,911		—		—
Commercial Services & Supplies		25,584,584		—		—
Construction & Engineering		37,157,121		—		—
Containers & Packaging		27,920,143		—		—
Electrical Equipment		26,529,717		—		—
Electronic Equipment, Instruments & Components		88,123,910		—		—
Entertainment		85,240,916		—		—
Equity Real Estate Investment Trusts (REITs)		43,187,395		—		—
Health Care Equipment & Supplies		170,959,134		—		—
Health Care Providers & Services		78,429,144		—		—
Health Care Technology		24,949,294		—		—
Hotels, Restaurants & Leisure		24,247,989		—		—
Household Products		40,173,757		—		—
Insurance		15,461,537		—		—
Interactive Media & Services		47,765,340		—		—
Internet & Direct Marketing Retail		74,421,244		—		—
IT Services		116,246,210		—		—
Leisure Products		17,988,469		—		—
Life Sciences Tools & Services		149,434,056		—		—
Machinery		58,039,225		—		—
Multiline Retail		51,583,570		—		—
Pharmaceuticals		46,180,070		—		—
Professional Services		101,329,546		—		—
Real Estate Management & Development		12,845,633		—		—
Road & Rail		42,815,932		—		—
Semiconductors & Semiconductor Equipment		223,065,921		—		—
Software		468,864,190		—		—
Specialty Retail		135,167,588		—		—
Affiliated Mutual Funds		682,765,602		—		—
Total	$	3,215,222,846		$—		$—

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of August 31, 2020 were as follows (unaudited):

Affiliated Mutual Funds (26.7% represents investments purchased with collateral from securities on loan)	27.0	%
Software	18.5
Semiconductors & Semiconductor Equipment	8.8

Health Care Equipment & Supplies	6.7	%
Life Sciences Tools & Services	5.9
Specialty Retail	5.3
IT Services	4.6
Biotechnology	4.0

See Notes to Financial Statements.

20

Industry Classification (continued):

Professional Services	4.0	%
Electronic Equipment, Instruments & Components	3.5
Entertainment	3.4
Health Care Providers & Services	3.1
Internet & Direct Marketing Retail	2.9
Machinery	2.3
Multiline Retail	2.0
Interactive Media & Services	1.9
Capital Markets	1.9
Pharmaceuticals	1.8
Equity Real Estate Investment Trusts (REITs)	1.7
Road & Rail	1.7
Chemicals	1.7
Household Products	1.6
Building Products	1.5
Aerospace & Defense	1.5

Construction & Engineering	1.5	%
Auto Components	1.2
Containers & Packaging	1.1
Electrical Equipment	1.0
Commercial Services & Supplies	1.0
Health Care Technology	1.0
Hotels, Restaurants & Leisure	1.0
Leisure Products	0.7
Insurance	0.6
Real Estate Management & Development	0.5
	126.9
Liabilities in excess of other assets	(26.9	)
	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.

Offsetting of financial instrument/transaction assets and liabilities:

Description	Gross Market Value of Recognized         Assets/(Liabilities)			Collateral Pledged/(Received)(1)				Net Amount
Securities on Loan		$	662,817,292		$	(662,817,292	)		$	—

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

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    21

Statement of Assets and Liabilities

as of August 31, 2020

Assets
Investments at value, including securities on loan of $662,817,292:
Unaffiliated investments (cost $1,575,895,041)	$	2,532,457,244
Affiliated investments (cost $682,474,356)		682,765,602
Receivable for investments sold		7,315,781
Receivable for Fund shares sold		3,189,660
Dividends receivable		589,424
Prepaid expenses		19,579
Total Assets		3,226,337,290
Liabilities
Payable to broker for collateral for securities on loan		676,260,461
Payable for Fund shares reacquired		8,802,229
Payable for investments purchased		4,718,850
Management fee payable		1,215,523
Accrued expenses and other liabilities		832,777
Distribution fee payable		308,804
Affiliated transfer agent fee payable		98,577
Directors’ fees payable		6,213
Affiliated shareholder servicing fees payable		26
Total Liabilities		692,243,460
Net Assets	$	2,534,093,830
Net assets were comprised of:
Common stock, at par	$	92,438
Paid-in capital in excess of par		872,860,912
Total distributable earnings (loss)		1,661,140,480
Net assets, August 31, 2020	$	2,534,093,830

See Notes to Financial Statements.

22

Class A
Net asset value and redemption price per share,
($925,117,217 ÷ 36,543,736 shares of common stock issued and outstanding)	$	25.32
Maximum sales charge (5.50% of offering price)		1.47
Maximum offering price to public	$	26.79
Class C
Net asset value, offering price and redemption price per share,
($29,632,898 ÷ 2,190,039 shares of common stock issued and outstanding)	$	13.53
Class R
Net asset value, offering price and redemption price per share,
($124,023,996 ÷ 5,298,434 shares of common stock issued and outstanding)	$	23.41
Class Z
Net asset value, offering price and redemption price per share,
($771,067,568 ÷ 25,984,743 shares of common stock issued and outstanding)	$	29.67
Class R2
Net asset value, offering price and redemption price per share,
($650,072 ÷ 21,710 shares of common stock issued and outstanding)	$	29.94
Class R4
Net asset value, offering price and redemption price per share,
($1,088,154 ÷ 35,987 shares of common stock issued and outstanding)	$	30.24
Class R6
Net asset value, offering price and redemption price per share,
($682,513,925 ÷ 22,363,430 shares of common stock issued and outstanding)	$	30.52

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    23

Statement of Operations

Year Ended August 31, 2020

Net Investment Income (Loss)
Income
Unaffiliated dividend income (net of $3,624 foreign withholding tax)	$	15,071,980
Income from securities lending, net (including affiliated income of $855,750)		872,960
Affiliated dividend income		706,351
Total income		16,651,291
Expenses
Management fee		14,608,667
Distribution fee(a)		3,892,879
Shareholder servicing fees (including affiliated expense of $167)(a)		1,094
Transfer agent’s fees and expenses (including affiliated expense of $597,387)(a)		3,031,086
Custodian and accounting fees		195,513
Shareholders’ reports		185,733
Registration fees(a)		149,958
Directors’ fees		48,727
Legal fees and expenses		35,608
Audit fee		24,405
Miscellaneous		68,030
Total expenses		22,241,700
Less: Fee waiver and/or expense reimbursement(a)		(55,924	)
Distribution fee waiver(a)		(304,887	)
Net expenses		21,880,889
Net investment income (loss)		(5,229,598	)
Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on investment transactions (including affiliated of $(312,954))		823,124,808
Net change in unrealized appreciation (depreciation) on investments (including affiliated of $274,915)		(328,984,975	)
Net gain (loss) on investment transactions		494,139,833
Net Increase (Decrease) In Net Assets Resulting From Operations	$	488,910,235

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

	Class A		Class B			Class C		Class R			Class Z		Class R2			Class R4			Class R6
Distribution fee		2,601,564		27,518			347,731		914,660			—		1,406			—			—
Shareholder servicing fees		—		—			—		—			—		563			531			—
Transfer agent’s fees and expenses		1,432,799		26,029			44,768		188,721			1,328,341		1,051			890			8,487
Registration fees		32,840		11,578			14,612		14,387			25,090		14,437			14,437			22,577
Fee waiver and/or expense reimbursement		—		(26,622	)		—		—			—		(14,708	)		(14,594	)		—
Distribution fee waiver		—		—			—		(304,887	)		—		—			—			—

See Notes to Financial Statements.

24

Statements of Changes in Net Assets

	Year Ended
	August 31,
	2020			2019
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	(5,229,598	)	$	(4,255,053	)
Net realized gain (loss) on investment transactions		823,124,808			701,177,840
Net change in unrealized appreciation (depreciation) on investments		(328,984,975	)		(465,159,701	)
Net increase (decrease) in net assets resulting from operations		488,910,235			231,763,086
Dividends and Distributions
Distributions from distributable earnings
Class A		(266,965,246	)		(269,689,407	)
Class B		(1,943,602	)		(3,581,798	)
Class C		(17,212,251	)		(36,233,478	)
Class R		(39,802,134	)		(43,688,425	)
Class Z		(208,844,555	)		(562,044,355	)
Class R2		(139,667	)		(83,104	)
Class R4		(48,072	)		(21,329	)
Class R6		(170,239,692	)		(217,559,085	)
		(705,195,219	)		(1,132,900,981	)
Fund share transactions (Net of share conversions)
Net proceeds from shares sold		458,276,316			665,816,157
Net asset value of shares issued in reinvestment of dividends and distributions		664,933,232			1,067,714,280
Cost of shares reacquired		(1,721,874,303	)		(2,675,290,191	)
Net increase (decrease) in net assets from Fund share transactions		(598,664,755	)		(941,759,754	)
Total increase (decrease)		(814,949,739	)		(1,842,897,649	)
Net Assets:
Beginning of year		3,349,043,569			5,191,941,218
End of year	$	2,534,093,830		$	3,349,043,569

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    25

Notes to Financial Statements

1. Organization

Prudential Jennison Mid-Cap Growth Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. PGIM Jennison Mid-Cap Growth Fund (the “Fund”) is the sole series of the Company. The Fund is classified as a diversified fund for purposes of the 1940 Act.

The investment objective of the Fund is to achieve long-term capital appreciation.

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

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company’s Board of Directors (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.

For the fiscal reporting year-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

26

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

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

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

Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy.

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

Illiquid Securities: Pursuant to Rule 22e-4 under the 1940 Act, the Company has adopted a Board approved Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of net assets. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its subadviser(s) and may incur transaction costs that would not be incurred in the sale of securities that were freely marketable.

PGIM Jennison Mid-Cap Growth Fund    27

Notes to Financial Statements (continued)

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

Master Netting Arrangements: The Company, 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. During the reporting period, there was no intention to settle on a net basis and all amounts are presented on a gross basis on the Statement of Assets and Liabilities.

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

28

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

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

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

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

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

PGIM Jennison Mid-Cap Growth Fund    29

Notes to Financial Statements (continued)

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

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

The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.60% of the Fund’s average daily net assets up to $1 billion and 0.55% of the average daily net assets in excess of $1 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.57% for the year ended August 31, 2020.

The Manager has contractually agreed, through December 31, 2021, to limit transfer agency, shareholder servicing, sub-transfer agency, and blue sky fees, as applicable, to the extent that such fees cause the total annual operating expenses to exceed 1.08% of average daily net assets for Class R2 shares or 0.83% of average daily net assets for Class R4 shares. This contractual expense limitation excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired

30

fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales.

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

The Company, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class C, Class R, Class Z, Class R2, Class R4 and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class C, Class R and Class R2 shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z, Class R4 and Class R6 shares of the Fund.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.30%, 1%, 0.75% and 0.25% of the average daily net assets of the Class A, Class C, Class R and Class R2 shares, respectively. PIMS has contractually agreed through December 31, 2021 to limit such expenses to 0.50% of the average daily net assets of the Class R shares.

The Fund has adopted a Shareholder Services Plan with respect to Class R2 and Class R4 shares. Under the terms of the Shareholder Services Plan, Class R2 and Class R4 shares are authorized to pay to Prudential Mutual Fund Services LLC (“PMFS”), its affiliates or third-party service providers, as compensation for services rendered to the shareholders of such Class R2 or Class R4 shares, a shareholder service fee at an annual rate of up to 0.10% of the average daily net assets attributable to Class R2 and Class R4 shares. The shareholder service fee is accrued daily and paid monthly.

For the year ended August 31, 2020, PIMS received $338,514 in front-end sales charges resulting from sales of Class A shares. Additionally, for the year ended August 31, 2020, PIMS received $524 and $1,728 in contingent deferred sales charges imposed upon redemptions by certain Class A, and Class C shareholders, respectively. From these fees, PIMS paid such sales charges to broker-dealers, who in turn paid commissions to salespersons and incurred other distribution costs.

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

PGIM Jennison Mid-Cap Growth Fund    31

Notes to Financial Statements (continued)

4. Other Transactions with Affiliates

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

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

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. Pursuant to the Rule 17a-7 procedures and consistent with guidance issued by the Securities and Exchange Commission (“SEC”), the Company’s Chief Compliance Officer (“CCO”) prepares a quarterly summary of all such transactions for submission to the Board, together with the CCO’s written representation that all such 17a-7 transactions were effected in accordance with the Fund’s Rule 17a-7 procedures. For the year ended August 31, 2020, no 17a-7 transactions were entered into by the Fund.

5. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the year ended August 31, 2020, were $1,486,674,170 and $2,727,168,593, respectively.

A summary of the cost of purchases and proceeds from sales of shares of affiliated investments for the year ended August 31, 2020, is presented as follows:

Value, Beginning of Year		Cost of Purchases		Proceeds from Sales		Change in Unrealized Gain (Loss)		Realized Gain (Loss)		Value, End of Year		Shares, End of Year		Income
	PGIM Core Ultra Short Bond Fund*
	$  69,122,906	$	827,087,425	$	890,158,801	$	—	$	—	$	6,051,530		6,051,530	$	706,351

32

Value, Beginning of Year	Cost of Purchases		Proceeds from Sales		Change in Unrealized Gain (Loss)		Realized Gain (Loss)			Value, End of Year		Shares, End of Year		Income
PGIM Institutional Money Market Fund*
$    184,301,620	$	2,112,956,434	$	1,620,505,943	$	274,915	$	(312,954	)	$	676,714,072		676,849,442	$	855,750	**
$    253,424,526	$	2,940,043,859	$	2,510,664,744	$	274,915	$	(312,954	)	$	682,765,602			$	1,562,101

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

** The amount, or a portion thereof, represents the affiliated securities lending income shown on the Statement of Operations.

6. Distributions and Tax Information

Distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date.

For the year ended August 31, 2020, the tax character of dividends paid by the Fund was $705,195,219 of long-term capital gains . For the year ended August 31, 2019, the tax character of dividends paid by the Fund was $1,132,900,981 of long-term capital gains.

As of August 31, 2020, the accumulated undistributed earnings on a tax basis were $1,348,323 of ordinary income and $708,055,698 of long-term capital gains.

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of August 31, 2020 were as follows:

Tax Basis	Gross Unrealized Appreciation	Gross Unrealized Depreciation	Net             Unrealized             Appreciation
$2,263,486,387	$959,628,048	$(7,891,589)	$951,736,459

The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales.

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 August 31, 2020 are subject to such review.

PGIM Jennison Mid-Cap Growth Fund    33

Notes to Financial Statements (continued)

7. Capital and Ownership

The Fund offers Class A, Class C, Class R, Class Z, Class R2, Class R4 and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Effective June 26, 2020, all of the issued and outstanding Class B shares of the Fund converted into Class A shares. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately 10 years after purchase. Class R, Class Z, Class R2, Class R4 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 Company is authorized to issue 2 billion shares of capital stock, $0.001 par value per share, designated as shares of the Fund. The shares are further classified and designated as follows:

Class A	345,000,000
Class B	5,000,000
Class C	25,000,000
Class R	125,000,000
Class Z	800,000,000
Class T	100,000,000
Class R2	100,000,000
Class R4	100,000,000
Class R6	400,000,000

The Fund currently does not have any Class B or Class T shares outstanding.

34

As of August 31, 2020, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:

	Number of Shares	Percentage of   Outstanding Shares
Class A	125,215	0.3%
Class C	91	0.1%
Class R	972,461	18.4%
Class Z	78	0.1%
Class R4	481	1.3%
Class R6	352	0.1%

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

Affiliated		Unaffiliated
Number of Shareholders	Percentage of Outstanding Shares	Number of Shareholders	Percentage of Outstanding Shares
—	—%	3	37.2%

Transactions in shares of common stock were as follows:

Class A	Shares			Amount
Year ended August 31, 2020:
Shares sold		4,426,668		$	101,477,682
Shares issued in reinvestment of dividends and distributions		11,757,258			250,429,646
Shares reacquired		(11,951,878	)		(274,052,576	)
Net increase (decrease) in shares outstanding before conversion		4,232,048			77,854,752
Shares issued upon conversion from other share class(es)		892,471			21,779,290
Shares reacquired upon conversion into other share class(es)		(261,030	)		(6,219,571	)
Net increase (decrease) in shares outstanding		4,863,489		$	93,414,471
Year ended August 31, 2019:
Shares sold		4,563,587		$	126,318,614
Shares issued in reinvestment of dividends and distributions		10,431,846			247,026,112
Shares reacquired		(15,045,717	)		(436,056,341	)
Net increase (decrease) in shares outstanding before conversion		(50,284	)		(62,711,615	)
Shares issued upon conversion from other share class(es)		1,784,107			49,727,243
Shares reacquired upon conversion into other share class(es)		(273,879	)		(8,226,486	)
Net increase (decrease) in shares outstanding		1,459,944		$	(21,210,858	)

PGIM Jennison Mid-Cap Growth Fund    35

Notes to Financial Statements (continued)

Class B	Shares			Amount
Period ended June 26, 2020*:
Shares sold		8,809		$	103,451
Shares issued in reinvestment of dividends and distributions		169,449			1,911,389
Shares reacquired		(54,918	)		(723,960	)
Net increase (decrease) in shares outstanding before conversion		123,340			1,290,880
Shares reacquired upon conversion into other share class(es)		(423,479	)		(5,324,961	)
Net increase (decrease) in shares outstanding		(300,139	)	$	(4,034,081	)
Year ended August 31, 2019:
Shares sold		20,174		$	366,653
Shares issued in reinvestment of dividends and distributions		220,164			3,507,211
Shares reacquired		(135,437	)		(2,684,717	)
Net increase (decrease) in shares outstanding before conversion		104,901			1,189,147
Shares reacquired upon conversion into other share class(es)		(214,091	)		(4,093,289	)
Net increase (decrease) in shares outstanding		(109,190	)	$	(2,904,142	)
Class C
Year ended August 31, 2020:
Shares sold		324,173		$	3,936,115
Shares issued in reinvestment of dividends and distributions		1,320,690			15,108,698
Shares reacquired		(858,107	)		(10,803,571	)
Net increase (decrease) in shares outstanding before conversion		786,756			8,241,242
Shares reacquired upon conversion into other share class(es)		(1,057,807	)		(15,678,972	)
Net increase (decrease) in shares outstanding		(271,051	)	$	(7,437,730	)
Year ended August 31, 2019:
Shares sold		410,945		$	7,191,972
Shares issued in reinvestment of dividends and distributions		2,011,655			32,246,836
Shares reacquired		(1,411,025	)		(26,199,418	)
Net increase (decrease) in shares outstanding before conversion		1,011,575			13,239,390
Shares reacquired upon conversion into other share class(es)		(2,428,678	)		(46,368,806	)
Net increase (decrease) in shares outstanding		(1,417,103	)	$	(33,129,416	)
Class R
Year ended August 31, 2020:
Shares sold		682,729		$	14,122,130
Shares issued in reinvestment of dividends and distributions		1,995,939			39,359,915
Shares reacquired		(2,337,271	)		(50,306,816	)
Net increase (decrease) in shares outstanding before conversion		341,397			3,175,229
Shares issued upon conversion from other share class(es)		166			3,367
Shares reacquired upon conversion into other share class(es)		(1,554	)		(28,575	)
Net increase (decrease) in shares outstanding		340,009		$	3,150,021
Year ended August 31, 2019:
Shares sold		700,069		$	19,764,127
Shares issued in reinvestment of dividends and distributions		1,888,244			42,447,723
Shares reacquired		(2,178,794	)		(59,387,078	)
Net increase (decrease) in shares outstanding before conversion		409,519			2,824,772
Shares reacquired upon conversion into other share class(es)		(393	)		(10,343	)
Net increase (decrease) in shares outstanding		409,126		$	2,814,429

36

Class Z	Shares			Amount
Year ended August 31, 2020:
Shares sold		5,874,561		$	154,648,501
Shares issued in reinvestment of dividends and distributions		7,948,387			197,914,840
Shares reacquired		(35,219,856	)		(1,084,433,459	)
Net increase (decrease) in shares outstanding before conversion		(21,396,908	)		(731,870,118	)
Shares issued upon conversion from other share class(es)		274,191			7,606,929
Shares reacquired upon conversion into other share class(es)		(94,703	)		(2,526,986	)
Net increase (decrease) in shares outstanding		(21,217,420	)	$	(726,790,175	)
Year ended August 31, 2019:
Shares sold		11,862,523		$	389,572,175
Shares issued in reinvestment of dividends and distributions		20,421,217			539,936,962
Shares reacquired		(48,288,680	)		(1,540,341,356	)
Net increase (decrease) in shares outstanding before conversion		(16,004,940	)		(610,832,219	)
Shares issued upon conversion from other share class(es)		380,946			12,771,985
Shares reacquired upon conversion into other share class(es)		(162,010	)		(5,187,511	)
Net increase (decrease) in shares outstanding		(15,786,004	)	$	(603,247,745	)
Class R2
Year ended August 31, 2020:
Shares sold		5,162		$	137,930
Shares issued in reinvestment of dividends and distributions		5,542			139,666
Shares reacquired		(5,257	)		(136,929	)
Net increase (decrease) in shares outstanding		5,447		$	140,667
Year ended August 31, 2019:
Shares sold		14,607		$	519,153
Shares issued in reinvestment of dividends and distributions		3,107			83,104
Shares reacquired		(1,710	)		(53,646	)
Net increase (decrease) in shares outstanding		16,004		$	548,611
Class R4
Year ended August 31, 2020:
Shares sold		31,248		$	732,269
Shares issued in reinvestment of dividends and distributions		954			24,239
Shares reacquired		(1,138	)		(30,700	)
Net increase (decrease) in shares outstanding		31,064		$	725,808
Year ended August 31, 2019:
Shares sold		4,894		$	169,633
Shares issued in reinvestment of dividends and distributions		99			2,643
Shares reacquired		(329	)		(9,989	)
Net increase (decrease) in shares outstanding		4,664		$	162,287

PGIM Jennison Mid-Cap Growth Fund    37

Notes to Financial Statements (continued)

Class R6	Shares			Amount
Year ended August 31, 2020:
Shares sold		6,873,155		$	183,118,238
Shares issued in reinvestment of dividends and distributions		6,254,195			160,044,839
Shares reacquired		(10,956,206	)		(301,386,292	)
Net increase (decrease) in shares outstanding before conversion		2,171,144			41,776,785
Shares issued upon conversion from other share class(es)		18,806			547,547
Shares reacquired upon conversion into other share class(es)		(5,349	)		(158,068	)
Net increase (decrease) in shares outstanding		2,184,601		$	42,166,264
Year ended August 31, 2019:
Shares sold		3,728,426		$	121,913,830
Shares issued in reinvestment of dividends and distributions		7,518,147			202,463,689
Shares reacquired		(18,485,133	)		(610,557,646	)
Net increase (decrease) in shares outstanding before conversion		(7,238,560	)		(286,180,127	)
Shares issued upon conversion from other share class(es)		45,233			1,488,043
Shares reacquired upon conversion into other share class(es)		(3,447	)		(100,836	)
Net increase (decrease) in shares outstanding		(7,196,774	)	$	(284,792,920	)

* Effective June 26, 2020, all of the issued and outstanding Class B shares of the Fund converted into Class A shares.

8. Borrowings

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

	Current SCA	Prior SCA
Term of Commitment	10/3/2019 –10/1/2020	10/4/2018 –10/2/2019
Total Commitment	$ 1,222,500,000*	$ 900,000,000
Annualized Commitment Fee on the Unused Portion of the SCA	0.15%	0.15%
Annualized Interest Rate on Borrowings	1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent	1.25% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent
* Effective March 31, 2020, the SCA’s total commitment was increased from $900,000,000 to $1,162,500,000 and subsequently, effective April 7, 2020 was increased to $1,222,500,000.

Subsequent to the reporting period end, the SCA has been renewed effective October 2, 2020 and will provide a commitment of $1,200,000,000 through September 30, 2021. The commitment fee paid by the Participating Funds will continue to be 0.15% of the unused portion of the SCA. The interest on borrowings under the renewed SCA will be paid monthly

38

and at a per annum interest rate of 1.30% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent.

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

The Fund utilized the SCA during the year ended August 31, 2020. The average daily balance for the 9 days that the Fund had loans outstanding during the period was approximately $3,381,111, borrowed at a weighted average interest rate of 1.36%. The maximum loan outstanding amount during the period was $10,149,000. At August 31, 2020, the Fund did not have an outstanding loan amount.

9. 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.

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

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.

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

PGIM Jennison Mid-Cap Growth Fund    39

Notes to Financial Statements (continued)

financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of an investment in the Fund will decline. Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

Market Disruption and Geopolitical Risks: International wars or conflicts and geopolitical developments in foreign countries, along with instability in regions such as Asia, Eastern Europe, and the Middle East, possible terrorist attacks in the United States or around the world, public health epidemics such as the outbreak of infectious diseases like the recent outbreak of coronavirus globally or the 2014–2016 outbreak in West Africa of the Ebola virus, and other similar events could adversely affect the U.S. and foreign financial markets, including increases in market volatility, reduced liquidity in the securities markets and government intervention, and may cause further long-term economic uncertainties in the United States and worldwide generally.

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

In addition, investing in equity REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the equity REITs, while mortgage REITs may be affected by the quality of any credit extended. Equity REITs are dependent upon management skills, may not be diversified geographically or by property/mortgage asset type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. Since equity REITs are relatively smaller in size when compared to the broader market, and smaller companies tend to be more volatile than larger companies, they may be more volatile and/or more illiquid than other types of equity securities. Equity REITs are subject to interest rate risks. Equity REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each equity REIT in which it invests, in addition to the expenses of the Fund.

40

Financial Highlights

Class A Shares
	Year Ended August 31,
	2020			2019			2018			2017			2016
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year		$29.35			$38.18			$37.70			$34.76			$37.93
Income (loss) from investment operations:
Net investment income (loss)		(0.10	)		(0.09	)		(0.13	)		(0.08	)		(0.13	)
Net realized and unrealized gain (loss) on investment transactions		4.84			1.46			5.66			5.27			0.13
Total from investment operations		4.74			1.37			5.53			5.19			-(b	)
Less Dividends and Distributions:
Distributions from net realized gains		(8.77	)		(10.20	)		(5.05	)		(2.25	)		(3.17	)
Net asset value, end of year		$25.32			$29.35			$38.18			$37.70			$34.76
Total Return(c):		21.73	%		9.98	%		15.93	%		15.72	%		0.14	%
Ratios/Supplemental Data:
Net assets, end of year (000)		$925,117			$929,801			$1,153,936			$1,475,747			$2,444,209
Average net assets (000)		$867,188			$939,210			$1,331,811			$1,964,894			$2,840,531
Ratios to average net assets(d)(e):
Expenses after waivers and/or expense reimbursement		1.06	%		1.07	%		1.06	%		1.06	%		1.06	%
Expenses before waivers and/or expense reimbursement		1.06	%		1.07	%		1.06	%		1.06	%		1.06	%
Net investment income (loss)		(0.42	)%		(0.32	)%		(0.34	)%		(0.23	)%		(0.37	)%
Portfolio turnover rate(f)		58	%		31	%		36	%		34	%		24	%

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

(b) Less than $0.005 per share.

(c) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

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

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

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

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    41

Financial Highlights (continued)

Class C Shares
	Year Ended August 31,
	2020			2019			2018			2017			2016
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year		$19.77			$29.61			$30.48			$28.71			$32.10
Income (loss) from investment operations:
Net investment income (loss)		(0.15	)		(0.20	)		(0.28	)		(0.27	)		(0.31	)
Net realized and unrealized gain (loss) on investment transactions		2.68			0.56			4.46			4.29			0.09
Total from investment operations		2.53			0.36			4.18			4.02			(0.22	)
Less Dividends and Distributions:
Distributions from net realized gains		(8.77	)		(10.20	)		(5.05	)		(2.25	)		(3.17	)
Net asset value, end of year		$13.53			$19.77			$29.61			$30.48			$28.71
Total Return(b):		20.95	%		9.19	%		15.19	%		14.91	%		(0.57	)%
Ratios/Supplemental Data:
Net assets, end of year (000)		$29,633			$48,646			$114,841			$127,048			$152,365
Average net assets (000)		$34,773			$78,014			$121,294			$137,699			$165,788
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		1.76	%		1.74	%		1.69	%		1.76	%		1.76	%
Expenses before waivers and/or expense reimbursement		1.76	%		1.74	%		1.69	%		1.76	%		1.76	%
Net investment income (loss)		(1.10	)%		(0.99	)%		(0.98	)%		(0.93	)%		(1.07	)%
Portfolio turnover rate(e)		58	%		31	%		36	%		34	%		24	%

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

(b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

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

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

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

See Notes to Financial Statements.

42

Class R Shares
	Year Ended August 31,
	2020			2019			2018			2017			2016
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year		$27.83			$36.85			$36.61			$33.89			$37.13
Income (loss) from investment operations:
Net investment income (loss)		(0.13	)		(0.14	)		(0.19	)		(0.15	)		(0.19	)
Net realized and unrealized gain (loss) on investment transactions		4.48			1.32			5.48			5.12			0.12
Total from investment operations		4.35			1.18			5.29			4.97			(0.07	)
Less Dividends and Distributions:
Distributions from net realized gains		(8.77	)		(10.20	)		(5.05	)		(2.25	)		(3.17	)
Net asset value, end of year		$23.41			$27.83			$36.85			$36.61			$33.89
Total Return(b):		21.56	%		9.74	%		15.73	%		15.46	%		(0.05	)%
Ratios/Supplemental Data:
Net assets, end of year (000)		$124,024			$137,975			$167,650			$197,803			$239,720
Average net assets (000)		$121,955			$144,398			$186,452			$215,521			$272,878
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		1.26	%		1.25	%		1.24	%		1.26	%		1.26	%
Expenses before waivers and/or expense reimbursement		1.51	%		1.50	%		1.49	%		1.51	%		1.51	%
Net investment income (loss)		(0.61	)%		(0.51	)%		(0.52	)%		(0.43	)%		(0.57	)%
Portfolio turnover rate(e)		58	%		31	%		36	%		34	%		24	%

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

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

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

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

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

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    43

Financial Highlights (continued)

Class Z Shares
	Year Ended August 31,
	2020			2019			2018			2017			2016
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year		$32.84			$41.27			$40.26			$36.87			$39.93
Income (loss) from investment operations:
Net investment income (loss)		(0.02	)		(0.01	)		(0.03	)		0.02			(0.03	)
Net realized and unrealized gain (loss) on investment transactions		5.62			1.78			6.09			5.62			0.14
Total from investment operations		5.60			1.77			6.06			5.64			0.11
Less Dividends and Distributions:
Distributions from net realized gains		(8.77	)		(10.20	)		(5.05	)		(2.25	)		(3.17	)
Net asset value, end of year		$29.67			$32.84			$41.27			$40.26			$36.87
Total Return(b):		22.16	%		10.29	%		16.26	%		16.05	%		0.43	%
Ratios/Supplemental Data:
Net assets, end of year (000)		$771,068			$1,550,111			$2,599,235			$3,522,414			$3,909,489
Average net assets (000)		$896,694			$1,902,093			$3,091,013			$3,529,158			$4,229,836
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		0.74	%		0.79	%		0.80	%		0.76	%		0.76	%
Expenses before waivers and/or expense reimbursement		0.74	%		0.79	%		0.80	%		0.76	%		0.76	%
Net investment income (loss)		(0.08	)%		(0.04	)%		(0.08	)%		0.07	%		(0.07	)%
Portfolio turnover rate(e)		58	%		31	%		36	%		34	%		24	%

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

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

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

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

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

See Notes to Financial Statements.

44

Class R2 Shares
	Year Ended August 31,						December 27, 2017(a)         through August 31,
	2020			2019			2018
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$33.15			$41.65			$38.58
Income (loss) from investment operations:
Net investment income (loss)		(0.12	)		(0.11	)		(0.11	)
Net realized and unrealized gain (loss) on investment transactions		5.68			1.81			3.18
Total from investment operations		5.56			1.70			3.07
Less Dividends and Distributions:
Distributions from net realized gains		(8.77	)		(10.20	)		-
Net asset value, end of period		$29.94			$33.15			$41.65
Total Return(c):		21.74	%		9.93	%		7.96	%
Ratios/Supplemental Data:
Net assets, end of period (000)		$650			$539			$11
Average net assets (000)		$562			$296			$10
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement		1.08	%		1.08	%		1.08	%(e)
Expenses before waivers and/or expense reimbursement		3.70	%		6.45	%		244.89	%(e)
Net investment income (loss)		(0.45	)%		(0.35	)%		(0.39	)%(e)
Portfolio turnover rate(f)		58	%		31	%		36	%

(a) Commencement of offering.

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

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

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

(e) Annualized.

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

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    45

Financial Highlights (continued)

Class R4 Shares
	Year Ended August 31,						December 27, 2017(a)         through August 31,
	2020			2019			2018
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$33.33			$41.72			$38.58
Income (loss) from investment operations:
Net investment income (loss)		(0.09	)		(0.03	)		(0.04	)
Net realized and unrealized gain (loss) on investment transactions		5.77			1.84			3.18
Total from investment operations		5.68			1.81			3.14
Less Dividends and Distributions:
Distributions from net realized gains		(8.77	)		(10.20	)		-
Net asset value, end of period		$30.24			$33.33			$41.72
Total Return(c):		22.05	%		10.24	%		8.14	%
Ratios/Supplemental Data:
Net assets, end of period (000)		$1,088			$164			$11
Average net assets (000)		$531			$106			$10
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement		0.83	%		0.83	%		0.83	%(e)
Expenses before waivers and/or expense reimbursement		3.58	%		15.83	%		244.44	%(e)
Net investment income (loss)		(0.33	)%		(0.09	)%		(0.14	)%(e)
Portfolio turnover rate(f)		58	%		31	%		36	%

(a) Commencement of offering.

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

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

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

(e) Annualized.

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

See Notes to Financial Statements.

46

Class R6 Shares
	Year Ended August 31,
	2020			2019			2018			2017			2016
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year		$33.50			$41.80			$40.63			$37.13			$40.13
Income (loss) from investment operations:
Net investment income (loss)		0.01			0.05			0.06			0.09			0.04
Net realized and unrealized gain (loss) on investment transactions		5.78			1.85			6.16			5.66			0.13
Total from investment operations		5.79			1.90			6.22			5.75			0.17
Less Dividends and Distributions:
Distributions from net realized gains		(8.77	)		(10.20	)		(5.05	)		(2.25	)		(3.17	)
Net asset value, end of year		$30.52			$33.50			$41.80			$40.63			$37.13
Total Return(b):		22.32	%		10.52	%		16.53	%		16.24	%		0.58	%
Ratios/Supplemental Data:
Net assets, end of year (000)		$682,514			$675,919			$1,144,170			$1,585,340			$964,093
Average net assets (000)		$640,757			$786,436			$1,584,359			$1,307,593			$914,522
Ratios to average net assets(c)(d):
Expenses after waivers and/or expense reimbursement		0.60	%		0.59	%		0.58	%		0.58	%		0.58	%
Expenses before waivers and/or expense reimbursement		0.60	%		0.59	%		0.58	%		0.58	%		0.58	%
Net investment income (loss)		0.04	%		0.15	%		0.15	%		0.25	%		0.10	%
Portfolio turnover rate(e)		58	%		31	%		36	%		34	%		24	%

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

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

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

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

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

See Notes to Financial Statements.

PGIM Jennison Mid-Cap Growth Fund    47

Report of Independent Registered Public Accounting Firm

To the Shareholders of PGIM Jennison Mid-Cap Growth Fund and Board of Directors Prudential Jennison Mid-Cap Growth Fund, Inc.:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of PGIM Jennison Mid-Cap Growth Fund, a series of Prudential Jennison Mid-Cap Growth Fund, Inc., (the Fund), including the schedule of investments, as of August 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years or period indicated therein. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or period indicated therein, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian, transfer agent, and brokers, or by other appropriate auditing procedures when replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more PGIM and/or Prudential Retail investment companies since 2003.

New York, New York

October 15, 2020

48

Fund Liquidity Risk Management Program (unaudited)

Consistent with Rule 22e-4 under the 1940 Act (the “Liquidity Rule”), the Fund has adopted and implemented a liquidity risk management program (the “LRMP”). The Fund’s LRMP seeks to assess and manage the Fund’s liquidity risk, which is defined as the risk that the Fund is unable to meet investor redemption requests without significantly diluting the remaining investors’ interests in the Fund. The Company’s Board of Directors (the “Board”) has approved PGIM Investments LLC (“PGIM Investments”), the Fund’s investment manager, to serve as the administrator of the Fund’s LRMP. As part of its responsibilities as administrator, PGIM Investments has retained a third party to perform certain functions, including providing market data and liquidity classification model information.

The Fund’s LRMP includes a number of processes designed to support the assessment and management of its liquidity risk. In particular, the Fund’s LRMP includes no less than annual assessments of factors that influence the Fund’s liquidity risk; no less than monthly classifications of the Fund’s investments into one of four liquidity classifications provided for in the Liquidity Rule; a 15% of net assets limit on the acquisition of “illiquid investments” (as defined under the Liquidity Rule); establishment of a minimum percentage of the Fund’s assets to be invested in investments classified as “highly liquid” (as defined under the Liquidity Rule) if the Fund does not invest primarily in highly liquid investments; and regular reporting to the Board.

At a meeting of the Board on March 3-5, 2020, PGIM Investments provided a written report (“LRMP Report”) to the Board addressing the operation, adequacy, and effectiveness of the Fund’s LRMP, including any material changes to the LRMP for the period from the inception of the Fund’s LRMP on December 1, 2018 through December 31, 2019 (“Reporting Period”). The LRMP Report concluded that the Fund’s LRMP was reasonably designed to assess and manage the Fund’s liquidity risk and was adequately and effectively implemented during the Reporting Period. There were no material changes to the LRMP during the Reporting Period. The LRMP Report further concluded that the Fund’s investment strategies continue to be appropriate given the Fund’s status as an open-end fund.

There can be no assurance that the LRMP will achieve its objectives in the future. Additional information regarding risks of investing in the Fund, including liquidity risks presented by the Fund’s investment portfolio, is found in the Fund’s Prospectus and Statement of Additional Information.

PGIM Jennison Mid-Cap Growth Fund 49

Tax Information (unaudited)

We are advising you that during the year ended August 31, 2020, the Fund reports the maximum amount allowed per share, but not less than $8.77 for Class A, B, C, R, Z, R2, R4 and R6 shares as a capital gain distribution in accordance with Section 852(b)(3)(C) of the Internal Revenue Code.

In January 2021, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of the distributions received by you in calendar year 2020.

50

INFORMATION ABOUT BOARD MEMBERS AND OFFICERS  (unaudited)

Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.

Independent Board Members
Name Year of Birth Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years	Length of Board Service
Ellen S. Alberding 1958 Board Member Portfolios Overseen: 95	President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (2009-2016); Trustee, Loyola University (since 2018).	None.	Since September 2013
Kevin J. Bannon 1952 Board Member Portfolios Overseen: 95	Retired; Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.	Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008).	Since July 2008

PGIM Jennison Mid-Cap Growth Fund

Independent Board Members
Name Year of Birth Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years	Length of Board Service
Linda W. Bynoe 1952 Board Member Portfolios Overseen: 95	President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Limited LLC (formerly, Telemat Ltd). (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).	Director of Anixter International, Inc. (communication products distributor) (since January 2006–June 2020); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).	Since March 2005
Barry H. Evans 1960 Board Member Portfolios Overseen: 94	Retired; formerly President (2005 – 2016), Global Chief Operating Officer (2014–2016), Chief Investment Officer – Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management U.S.	Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016).	Since September 2017
Keith F. Hartstein 1956 Board Member & Independent Chair Portfolios Overseen: 95	Executive Committee of the IDC Board of Governors (since October 2019); Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (IDC) (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).	None.	Since September 2013

Visit our website at pgim.com/investments

Independent Board Members
Name Year of Birth Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years	Length of Board Service
Laurie Simon Hodrick 1962 Board Member Portfolios Overseen: 94	A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Professor of Law, Stanford Law School (since 2015); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008).	Independent Director, Synnex Corporation (since April 2019) (information technology); Independent Director, Kabbage, Inc. (since July 2018) (financial services); Independent Director, Corporate Capital Trust (2017-2018) (a business development company).	Since September 2017
Michael S. Hyland, CFA 1945 Board Member Portfolios Overseen: 95	Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).	None.	Since July 2008
Brian K. Reid 1961 Board Member Portfolios Overseen: 94	Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017).	None.	Since March 2018

PGIM Jennison Mid-Cap Growth Fund

Independent Board Members
Name Year of Birth Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years	Length of Board Service
Grace C. Torres 1959 Board Member Portfolios Overseen: 94	Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.	Formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank; Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank.	Since November 2014

Interested Board Members
Name Year of Birth Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years	Length of Board Service
Stuart S. Parker 1962 Board Member & President Portfolios Overseen: 96	President of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011).	None.	Since January 2012

Visit our website at pgim.com/investments

Interested Board Members
Name Year of Birth Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years	Length of Board Service
Scott E. Benjamin 1973 Board Member & Vice President Portfolios Overseen: 96	Executive Vice President (since June 2009) of PGIM Investments LLC; Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006).	None.	Since March 2010

Fund Officers(a)
Name Year of Birth Fund Position	Principal Occupation(s) During Past Five Years	Length of Service as Fund Officer
Claudia DiGiacomo 1974 Chief Legal Officer	Chief Legal Officer of PGIM Investments LLC (since August 2020); Chief Legal Officer of Prudential Mutual Fund Services LLC (since August 2020); Chief Legal Officer of PIFM Holdco, LLC (since August 2020); Vice President and Corporate Counsel (since January 2005) of Prudential; and Corporate Counsel of AST Investment Services, Inc. (since August 2020); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004).	Since December 2005
Dino Capasso 1974 Chief Compliance Officer	Chief Compliance Officer (July 2019-Present) of PGIM Investments LLC; Chief Compliance Officer (July 2019-Present) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., and PGIM High Yield Bond Fund, Inc.; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly, Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC.	Since March 2018

PGIM Jennison Mid-Cap Growth Fund

Fund Officers(a)
Name Year of Birth Fund Position	Principal Occupation(s) During Past Five Years	Length of Service as Fund Officer
Andrew R. French 1962 Secretary	Vice President (since December 2018 - present) of PGIM Investments LLC; Formerly, Vice President and Corporate Counsel (2010-2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.	Since October 2006
Diana N. Huffman 1982 Assistant Secretary	Vice President and Corporate Counsel (since September 2015) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015).	Since March 2019
Melissa Gonzalez 1980 Assistant Secretary	Vice President and Corporate Counsel (since September 2018) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Director and Corporate Counsel (March 2014-September 2018) of Prudential.	Since March 2020
Patrick E. McGuinness 1986 Assistant Secretary	Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; Director and Corporate Counsel (since February 2017) of Prudential; and Corporate Counsel (2012 – 2017) of IIL, Inc.	Since June 2020
Kelly A. Coyne 1968 Assistant Secretary	Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010).	Since March 2015
Christian J. Kelly 1975 Treasurer and Principal Financial and Accounting Officer	Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly, Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007).	Since January 2019
Lana Lomuti 1967 Assistant Treasurer	Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.	Since April 2014
Russ Shupak 1973 Assistant Treasurer	Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration.	Since October 2019
Deborah Conway 1969 Assistant Treasurer	Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration.	Since October 2019
Elyse M. McLaughlin 1974 Assistant Treasurer	Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration.	Since October 2019

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Fund Officers(a)
Name Year of Birth Fund Position	Principal Occupation(s) During Past Five Years	Length of Service as Fund Officer
Charles H. Smith 1973 Anti-Money Laundering Compliance Officer	Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2015) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2016); formerly Global Head of Economic Sanctions Compliance at AIG Property Casualty (February 2007-December 2014); Assistant Attorney General at the New York State Attorney General’s Office, Division of Public Advocacy. (August 1998-January 2007).	Since January 2017

^(a) Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively.

Explanatory Notes to Tables:

∎ Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC.

∎ Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410.

∎ There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75.

∎ “Other Directorships Held” includes all directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act.

∎ “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust.

∎ As used in the Fund Officers table “Prudential” means The Prudential Insurance Company of America.

PGIM Jennison Mid-Cap Growth Fund

Approval of Advisory Agreements (unaudited)

The Fund’s Board of Directors

The Board of Directors (the “Board”) of PGIM Jennison Mid-Cap Growth Fund (the “Fund”)¹ consists of eleven individuals, nine of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established four standing committees: the Audit Committee, the Nominating and Governance Committee, and two Investment Committees. Each committee is chaired by, and composed of, Independent Directors.

Annual Approval of the Fund’s Advisory Agreements

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (“PGIM Investments”) and the Fund’s subadvisory agreement with Jennison Associates LLC (“Jennison”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on May 27, 2020 and on June 9-11, 2020 and approved the renewal of the agreements through July 31, 2021, after concluding that the renewal of the agreements was in the best interests of the Fund and its shareholders.

In advance of the meetings, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparative fee information from PGIM Investments and Jennison. Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups, as is further discussed below.

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Directors did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PGIM Investments throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on May 27, 2020 and on June 9-11, 2020.

¹  PGIM Jennison Mid-Cap Growth Fund is the sole series of Prudential Jennison Mid-Cap Growth Fund, Inc.

PGIM Jennison Mid-Cap Growth Fund

Approval of Advisory Agreements (continued)

The Directors determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and Jennison, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.

The material factors and conclusions that formed the basis for the Directors’ reaching their determinations to approve the continuance of the agreements are separately discussed below.

Nature, Quality and Extent of Services

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments and Jennison. The Board noted that Jennison is affiliated with PGIM Investments. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance and other services to the Fund, and PGIM Investments’ role as administrator for the Fund’s liquidity risk management program. With respect to PGIM Investments’ oversight of the subadviser, the Board noted that PGIM Investments’ Strategic Investment Research Group (“SIRG”), which is a business unit of PGIM Investments, is responsible for monitoring and reporting to PGIM Investments’ senior management on the performance and operations of the subadviser. The Board also considered that PGIM Investments pays the salaries of all of the officers and interested Directors of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by Jennison, including investment research and security selection, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PGIM Investments’ evaluation of the subadviser, as well as PGIM Investments’ recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

The Board considered the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for the oversight of the Fund and Jennison, and also considered the qualifications, backgrounds and responsibilities of Jennison’s portfolio managers who are responsible for the day-to-day management of the Fund’s portfolio. The Board was provided with information pertaining to PGIM Investments’ and Jennison’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PGIM Investments and Jennison. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to both PGIM Investments and Jennison.

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The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PGIM Investments and the subadvisory services provided to the Fund by Jennison, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PGIM Investments and Jennison under the management and subadvisory agreements.

Costs of Services and Profits Realized by PGIM Investments

The Board was provided with information on the profitability of PGIM Investments and its affiliates in serving as the Fund’s investment manager. The Board discussed with PGIM Investments the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. Taking these factors into account, the Board concluded that the profitability of PGIM Investments and its affiliates in relation to the services rendered was not unreasonable.

Economies of Scale

The Board received and discussed information concerning economies of scale that PGIM Investments may realize as the Fund’s assets grow beyond current levels. The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase. During the course of time, the Board has considered information regarding the launch date of the Fund, the management fees of the Fund compared to those of similarly managed funds and PGIM Investments’ investment in the Fund over time. The Board noted that economies of scale can be shared with the Fund in other ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board also considered PGIM Investments’ assertion that it continually evaluates the management fee schedule of the Fund and the potential to share economies of scale through breakpoints or fee waivers as asset levels increase.

The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.

PGIM Jennison Mid-Cap Growth Fund

Approval of Advisory Agreements (continued)

Other Benefits to PGIM Investments and Jennison

The Board considered potential ancillary benefits that might be received by PGIM Investments, Jennison and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PGIM Investments included transfer agency fees received by the Fund’s transfer agent (which is affiliated with PGIM Investments), as well as benefits to its reputation or other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by Jennison included its ability to use soft dollar credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments and Jennison were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

Performance of the Fund / Fees and Expenses

The Board considered certain additional factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2019.

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended August 31, 2019. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other funds and the fee charged by other advisers to comparable mutual funds in a Peer Group. The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders.

The mutual funds included in the Peer Universe, which was used to consider performance, and the Peer Group, which was used to consider fees and expenses, were objectively determined by Broadridge, an independent provider of mutual fund data. In certain circumstances, PGIM Investments also provided supplemental Peer Universe or Peer Group information for reasons addressed with the Board. The comparisons placed the Fund in various quartiles over various periods, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The table sets forth net performance comparisons (which reflect the impact on performance of fund expenses, or any subsidies, expense caps or waivers that may be applicable) with the Peer

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Universe, actual management fees with the Peer Group (which reflect the impact of any subsidies or fee waivers), and net total expenses with the Peer Group, each of which were key factors considered by the Board.

Net Performance	1 Year	3 Years	5 Years	10 Years
	1st Quartile	3rd Quartile	4th Quartile	3rd Quartile
Actual Management Fees: 1st Quartile
Net Total Expenses: 1st Quartile

• The Board noted that the Fund outperformed its benchmark index over the one-year period and underperformed over all other periods.

• The Board noted the Fund’s improved performance and positive performance trend.

• The Board and PGIM Investments also agreed to retain the existing contractual expense cap that (exclusive of certain fees and expenses) limits transfer agency, shareholder servicing, sub-transfer agency and blue sky fees to the extent that such fees cause total annual fund operating expenses to exceed 1.08% for Class R2 shares and 0.83% for Class R4 shares through December 31, 2020.

• In addition, PGIM Investments will waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class, and has agreed that total annual fund operating expenses for Class R6 shares will not exceed total annual fund operating expenses for Class Z shares.

• The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to renew the agreements.

• The Board concluded that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided.

*    *    *

After full consideration of these factors, the Board concluded that the approval of the agreements was in the best interests of the Fund and its shareholders.

PGIM Jennison Mid-Cap Growth Fund

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

PROXY VOTING

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

DIRECTORS

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

OFFICERS

Stuart S. Parker, President • Scott E. Benjamin, Vice President • Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer • Claudia DiGiacomo, Chief Legal Officer • Dino Capasso, Chief Compliance Officer • Charles H. Smith, Anti-Money Laundering Compliance Officer • Andrew R. French, Secretary • Melissa Gonzalez, Assistant Secretary • Diana N. Huffman, Assistant Secretary • Kelly A. Coyne, Assistant Secretary • Patrick McGuinness, Assistant Secretary • Lana Lomuti, Assistant Treasurer • Russ Shupak, Assistant Treasurer • Elyse McLaughlin, Assistant Treasurer • Deborah Conway, Assistant Treasurer

MANAGER	PGIM Investments LLC	655 Broad Street Newark, NJ 07102
SUBADVISER	Jennison Associates LLC	466 Lexington Avenue New York, NY 10017
DISTRIBUTOR	Prudential Investment Management Services LLC	655 Broad Street Newark, NJ 07102
CUSTODIAN	The Bank of New York Mellon	240 Greenwich Street New York, NY 10286
TRANSFER AGENT	Prudential Mutual Fund Services LLC	PO Box 9658 Providence, RI 02940
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	KPMG LLP	345 Park Avenue New York, NY 10154
FUND COUNSEL	Willkie Farr & Gallagher LLP	787 Seventh Avenue New York, NY 10019

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

E-DELIVERY

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

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, PGIM Jennison Mid-Cap Growth Fund, PGIM Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to that Director at the same address. Communications are not screened before being delivered to the addressee.

AVAILABILITY OF PORTFOLIO SCHEDULE

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge, upon request, by calling (800) 225-1852.

Mutual Funds:

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

PGIM JENNISON MID-CAP GROWTH FUND

SHARE CLASS	A	C	R	Z	R2	R4	R6
NASDAQ	PEEAX	PEGCX	JDERX	PEGZX	PEGEX	PEGGX	PJGQX
CUSIP	74441C105	74441C303	74441C600	74441C808	74441C865	74441C857	74441C881

MF173E    

Item 2 – Code of Ethics — See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 800-225-1852, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Ms. Grace C. Torres, member of the Board’s Audit Committee is an “audit committee financial expert,” and that she is “independent,” for purposes of this item.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended August 31, 2020 and August 31, 2019, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $24,050 and $24,050 respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

For the fiscal year ended August 31, 2020, fees of $1,418 were billed to the Registrant for services rendered by KPMG in connection with an accounting system conversion and were paid by The Bank of New York Mellon. In addition, for the fiscal year ended August 31, 2020, fees of $848 were billed to the Registrant for services rendered by KPMG in connection with the auditor transition. For the fiscal year ended August 31, 2019, there are no fees to report.

(c) Tax Fees

For the fiscal years ended August 31, 2020 and August 31, 2019: none.

(d) All Other Fees

For the fiscal years ended August 31, 2020 and August 31, 2019: none.

(e) (1) Audit Committee Pre-Approval Policies and Procedures

THE PGIM MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent Accountants

The Audit Committee of each PGIM Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve the independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

• a review of the nature of the professional services expected to be provided,

• a review of the safeguards put into place by the accounting firm to safeguard independence, and

• periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services.

Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed non-audit services will not adversely affect the independence of the independent accountants. Such proposed non-audit services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider for pre-approval.

Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

• Annual Fund financial statement audits

• Seed audits (related to new product filings, as required)

• SEC and regulatory filings and consents

Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

• Accounting consultations

• Fund merger support services

• Agreed Upon Procedure Reports

• Attestation Reports

• Other Internal Control Reports

Individual audit-related services that fall within one of these categories (except for fund merger support services) and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated). Fees related to fund merger support services are subject to a separate authorized

pre-approval by the Audit Committee with fees determined on a per occurrence and merger complexity basis.

Tax Services

The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

• Tax compliance services related to the filing or amendment of the following:

• Federal, state and local income tax compliance; and,

• Sales and use tax compliance

• Timely RIC qualification reviews

• Tax distribution analysis and planning

• Tax authority examination services

• Tax appeals support services

• Accounting methods studies

• Fund merger support services

• Tax consulting services and related projects

Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated).

Other Non-Audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

• Bookkeeping or other services related to the accounting records or financial statements of the Fund

• Financial information systems design and implementation

• Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

• Actuarial services

• Internal audit outsourcing services

• Management functions or human resources

• Broker or dealer, investment adviser, or investment banking services

• Legal services and expert services unrelated to the audit

• Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the PGIM Fund Complex

Certain non-audit services provided to PGIM Investments LLC or any of its affiliates that also provide ongoing services to the PGIM Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds.

Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $30,000. Services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to PGIM Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to PGIM Investments and its affiliates.

(e) (2) Percentage of services referred to in 4(b) – 4(d) that were approved by the audit committee –

For the fiscal year ended August 31, 2020, 100% of the services referred to in Item 4(b) was approved by the audit committee. For the fiscal year ended August 31, 2019: none.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) Non-Audit Fees

The aggregate non-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended August 31, 2020 and August 31, 2019 was $0 and $0, respectively.

(h) Principal Accountant’s Independence

Not applicable as KPMG has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

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

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

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

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

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

Item 10 – Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

Item 11 – Controls and Procedures

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

executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Controls and Procedures - Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not applicable.

Item 13 – Exhibits

(a) (1) Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH.

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

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

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

SIGNATURES

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

Registrant:	Prudential Jennison Mid-Cap Growth Fund, Inc.
By:	/s/ Andrew R. French
	Andrew R. French
	Secretary
Date:	October 15, 2020

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:	October 15, 2020
By:	/s/ Christian J. Kelly
	Christian J. Kelly
	Treasurer and Principal Financial and Accounting Officer
Date:	October 15, 2020

EX-99.CODE ETH

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

PRINCIPAL FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

This code of ethics (the “Code”) is established for the funds listed on Attachment A hereto (each a Fund” and together the “Funds”) pursuant to Section 406 of the Sarbanes-Oxley Act and the rules adopted thereunder by the Securities and Exchange Commission (“SEC”). The Code applies to each Fund’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer or Controller, or senior officers performing similar functions (the “Covered Officers” each of whom are set forth in Exhibit B) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by a Fund;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Conflicts of Interest

A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with a Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”) and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. A Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between a Fund and the Fund’s investment adviser, principal underwriter, administrator, or other service providers to the Fund (together “Service Providers”), of which the Covered Officers may also be principals or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on such Service Providers and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationships between a Fund and its Service Providers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Board of Directors/Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

Each Covered Officer must:

• not use his personal influence or personal relationships improperly to influence investment decisions or

financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

• not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund; and

• not retaliate against any other Covered Officer or any employee of a Fund or its affiliated persons for reports of potential violations that are made in good faith.

There are some actual or potential conflict of interest situations that should always be brought to the attention of, and discussed with, the Funds’ Chief Legal Officer or other senior legal officer, if material. Examples of these include:

• service as a director on the board of any public or private company;

• the receipt of any non-nominal gifts;

• the receipt of any entertainment from any company with which a Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

• any ownership interest in (other than insubstantial interests in publicly traded entities), or any consulting or employment relationship with, any of a Fund’s Service Providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

III. Disclosure and Compliance

Each Covered Officer:

• should familiarize himself with the disclosure requirements generally applicable to the Funds;

• should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s Board of Directors/Trustees and its auditors, and to governmental regulators and self-regulatory organizations;

• should, to the extent appropriate within his area of responsibility, consult with other officers and employees of a Fund and its Service Providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

• is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

• upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board of Directors/Trustees that he has received, read, and understands the Code;

• annually thereafter affirm to the Board of Directors/Trustees that he has complied with the requirements of the Code; and

• notify the Funds’ Chief Legal Officer promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The Funds’ Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. In such situations, the Chief Legal Officer is authorized to consult, as appropriate, with counsel to the Funds, counsel to the Independent Directors/Trustees, a Board Committee comprised of Independent Directors/Trustees, or the full Board.

The Funds will follow the following procedures in investigating and enforcing this Code:

• the Funds Chief Legal Officer will take all appropriate action to investigate any potential violations reported to her;

• if, after such investigation, the Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required to take any further action;

• any matter that the Chief Legal Officer believes is a violation or that the Chief Legal Officer believes should be reviewed by a Fund’s Board or Board Committee comprised of Independent Directors/Trustees will be reported to the Fund’s Board or Board Committee comprised of Independent Directors/Trustees;

• based upon its review of any matter referred to it, a Fund’s Board or Board Committee comprised of Independent Directors/Trustees shall determine whether or not a violation has occurred, whether a grant of waiver is appropriate or whether some other action should be taken. Based upon its determination, the Fund’s Board or Board Committee comprised of Independent Directors/Trustees may take such action as it deems appropriate, which may include without limitation: modifications of applicable policies and procedures; notification to appropriate personnel of the Fund’s investment adviser, principal underwriter or administrator, or their boards; notification to other Funds for which the Covered Officer serves as a Covered Officer; or recommendation to dismiss the Covered Officer; and

• any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of a Fund or its Service Providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s and principal underwriter’s code of ethics under Rule 17j-1 under the 1940 Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of Independent Directors/Trustees.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund Board of Directors/Trustees, counsel to the Fund, and counsel to the Fund Independent Directors/Trustees.

VIII.  Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of a Fund, as to any fact, circumstance, or legal conclusion.

IX. Recordkeeping

A Fund shall keep the information disclosed about waivers and amendments under the Code for the period of time as specified in the rules adopted pursuant to Section 406 of the Sarbanes-Oxley Act, and furnish such information to the SEC or its staff upon request.

Adopted and approved as of September 3, 2003.

EXHIBIT A

Funds Covered by this Code of Ethics

PGIM Funds

Target Mutual Funds

The Prudential Variable Contract Account – 2

The Prudential Variable Contract Account – 10

Advanced Series Trust

Prudential’s Gibraltar Fund, Inc.

The Prudential Series Fund

PGIM High Yield Bond Fund, Inc.

PGIM Global High Yield Fund, Inc.

PGIM ETF Trust

EXHIBIT B

Persons Covered by this Code of Ethics

Stuart S. Parker – President and Chief Executive Officer of the PGIM Funds, PGIM ETF Trust, the Target Mutual Funds, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc. and The Prudential Variable Contract Accounts – 2 and -10.

Timothy S. Cronin – President and Chief Executive Officer of Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

Christian J. Kelly – Treasurer and Chief Financial Officer for the PGIM Funds, PGIM ETF Trust, the Target Mutual Funds, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., The Prudential Variable Contract Accounts – 2 and -10, Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

EX-99.CERT

Item 13

Prudential Jennison Mid-Cap Growth Fund, Inc.

Annual period ending 8/31/20

File No. 811-07811

CERTIFICATIONS

I, Stuart S. Parker, certify that:

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

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

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

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

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

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

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

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

1

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

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

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

October 15, 2020

/s/ Stuart S. Parker

Stuart S. Parker

President and Principal Executive Officer

2

Item 13

Prudential Jennison Mid-Cap Growth Fund, Inc.

Annual period ending 8/31/20

File No. 811-07811

CERTIFICATIONS

I, Christian J. Kelly, certify that:

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

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

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

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

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

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

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

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

3

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

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

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

October 15, 2020

/s/ Christian J. Kelly

Christian J. Kelly

Treasurer and Principal Financial and Accounting Officer

4

EX-99.906 CERT

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

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Name of Issuer:             Prudential Jennison Mid-Cap Growth Fund, Inc.

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

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

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

October 15, 2020	/s/ Stuart S. Parker
	Stuart S. Parker
	President and Principal Executive Officer
October 15, 2020	/s/ Christian J. Kelly
	Christian J. Kelly
	Treasurer and Principal Financial and Accounting Officer