Lincoln National (NYSE: LNC) updates $2.0B unsecured credit line terms

Rhea-AI Filing Summary

Lincoln National Corporation entered into a Third Amended and Restated Credit Agreement with a bank syndicate led by Bank of America. The unsecured facility supports letters of credit and borrowing of up to $2.0 billion and now runs until March 27, 2031, extending the company’s committed liquidity.

Fees include a 1.0% per annum charge on syndicated letters of credit and a 0.125% per annum facility fee on the aggregate commitment, with both fees adjusting automatically if credit ratings change. The agreement keeps customary covenants, such as limits on liens, mergers where Lincoln National is not the survivor, and major asset sales.

Financial covenants require minimum consolidated net worth of $9.932 billion plus a portion of future equity issuance proceeds, a maximum debt-to-capital ratio of 0.35 to 1.00, and a 7.5% cap on certain secured and subsidiary non-operating debt relative to total capitalization. Standard events of default can lead to termination of commitments and acceleration of outstanding amounts.

Insights

Credit & Capital Structure Analyst

Lincoln National extends a $2.0 billion unsecured credit backstop with tight leverage covenants.

The company renewed and extended its syndicated unsecured credit agreement, providing up to $2.0 billion in borrowing and letter-of-credit capacity through March 27, 2031. This functions as a long-term liquidity backstop rather than immediate funding, supporting insurance and annuity operations.

Pricing includes a 1.0% annual fee on syndicated letters of credit and a 0.125% facility fee on the full commitment, both linked to credit ratings. Key covenants cap the debt-to-capital ratio at 0.35 to 1.00 and require minimum consolidated net worth of at least $9.932 billion, plus half of future equity issuance proceeds.

These terms constrain leverage and non-operating secured debt, limited to 7.5% of total capitalization, which can help preserve balance-sheet strength. Events of default allow lenders to terminate commitments and demand repayment, so ongoing compliance with net worth and leverage tests will be important, particularly around reporting dates defined in the agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Credit facility size: $2.0 billion Commitment termination date: March 27, 2031 Letter of credit fee: 1.0% per annum +4 more

7 metrics

Credit facility size $2.0 billion Maximum unsecured borrowing and letters of credit

Commitment termination date March 27, 2031 End date of Third Amended and Restated Credit Agreement

Letter of credit fee 1.0% per annum Fee on issued syndicated letters of credit

Facility fee 0.125% per annum Fee on aggregate commitment amount

Minimum consolidated net worth $9.932 billion Base net worth covenant, plus 50% of future equity proceeds

Debt-to-capital limit 0.35 to 1.00 Maximum permitted debt-to-capital ratio

Secured non-operating debt cap 7.5% of total capitalization Limit on certain secured and subsidiary non-operating indebtedness

Key Terms

Third Amended and Restated Credit Agreement, letters of credit, debt-to-capital ratio, secured non-operating indebtedness, +1 more

5 terms

Third Amended and Restated Credit Agreement financial

"On March 27, 2026, Lincoln National Corporation entered into an amended and restated credit agreement..."

letters of credit financial

"The Third Amended and Restated Credit Agreement, which is unsecured, allows for the issuance of letters of credit..."

A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.

debt-to-capital ratio financial

"a debt-to-capital ratio as defined in accordance with the Third Amended and Restated Credit Agreement not to exceed 0.35 to 1.00"

The debt-to-capital ratio measures how much of a company’s total funding comes from borrowed money versus owned money, calculated by dividing its debt by the sum of debt plus equity. Think of it like a household that compares its mortgage to the total value of the home plus savings; a higher share of debt means more fixed obligations and greater risk for investors, while a lower share suggests more financial cushion and flexibility.

secured non-operating indebtedness financial

"a cap on secured non-operating indebtedness and non-operating indebtedness of our subsidiaries equal to 7.5% of total capitalization"

events of default financial

"the Third Amended and Restated Credit Agreement continues to contain customary events of default..."

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

LINCOLN NATIONAL CORP false 0000059558 0000059558 2026-03-27 2026-03-27 0000059558 us-gaap:CommonStockMember 2026-03-27 2026-03-27 0000059558 us-gaap:SeriesDPreferredStockMember 2026-03-27 2026-03-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 27, 2026

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)

Indiana		1-6028		35-1140070
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

150 N. Radnor Chester Road, Radnor, PA 19087

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (484) 583-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LNC		New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D		LNC PRD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On March 27, 2026, Lincoln National Corporation (the “Company”) entered into an amended and restated credit agreement with a syndicate of banks, including Bank of America, N.A., as administrative agent, and the other lenders named therein (the “Third Amended and Restated Credit Agreement”). The Third Amended and Restated Credit Agreement amended and restated the Company’s existing amended and restated credit agreement, dated as of December 21, 2023. The Third Amended and Restated Credit Agreement, which is unsecured, allows for the issuance of letters of credit and borrowing of up to $2.0 billion and has a commitment termination date of March 27, 2031.

Under the Third Amended and Restated Credit Agreement, we will pay a fee of 1.0% per annum on issued syndicated letters of credit and a facility fee of 0.125% per annum on the aggregate commitment. These fees adjust automatically in the event of a change in our credit ratings.

The Third Amended and Restated Credit Agreement continues to contain customary terms and conditions, including covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not the surviving entity and dispose of all or substantially all of our assets. The Third Amended and Restated Credit Agreement also continues to include financial covenants including: (i) maintenance of a minimum consolidated net worth equal to the sum of (a) $9,932,000,000 plus (b) fifty percent (50%) of the aggregate net cash proceeds of equity issuances received by us after December 31, 2025 in accordance with the terms of the Third Amended and Restated Credit Agreement; (ii) a debt-to-capital ratio as defined in accordance with the Third Amended and Restated Credit Agreement not to exceed 0.35 to 1.00; and (iii) a cap on secured non-operating indebtedness and non-operating indebtedness of our subsidiaries equal to 7.5% of total capitalization, as defined in accordance with the Third Amended and Restated Credit Agreement. Further, the Third Amended and Restated Credit Agreement continues to contain customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the Third Amended and Restated Credit Agreement provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable.

The foregoing description of the Third Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

From time to time, in the ordinary course of their business, certain lenders under the Third Amended and Restated Credit Agreement or their affiliates have provided, and may in the future provide, various financial advisory, investment banking, commercial banking, financing arrangements or investment management services to us and our affiliates, and have been or are counterparties in various securities transactions, for which they have received and may continue to receive customary fees and commissions. In addition, the lenders under the Third Amended and Restated Credit Agreement or their affiliates may, from time to time, engage in transactions with or perform services for us in the ordinary course of business, including acting as distributors of various life and annuity products of our subsidiaries.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Third Amended and Restated Credit Agreement, dated as of March 27, 2026, among Lincoln National Corporation, as an Account Party and Guarantor, the Subsidiary Account Parties, as additional Account Parties, Bank of America, N.A., as administrative agent, and the other lenders named therein.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. LNC will furnish supplementally a copy of any omitted schedule to the SEC, upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LINCOLN NATIONAL CORPORATION
By		/s/ Christopher Neczypor
Name:		Christopher Neczypor
Title:		Executive Vice President and Chief Financial Officer

Date: March 31, 2026

FAQ

What credit facility did Lincoln National (LNC) update in this 8-K?

Lincoln National updated its unsecured syndicated credit facility through a Third Amended and Restated Credit Agreement, providing up to $2.0 billion in borrowing and letter-of-credit capacity with a new commitment termination date of March 27, 2031.

How large is Lincoln National’s amended credit line and what can it be used for?

The amended facility allows borrowing and letters of credit up to $2.0 billion. It is an unsecured syndicated agreement that supports Lincoln National’s general financing needs, including issuing letters of credit to back insurance and annuity obligations, subject to covenant compliance.

What fees will Lincoln National (LNC) pay under the new credit agreement?

Lincoln National will pay a 1.0% per annum fee on issued syndicated letters of credit and a 0.125% per annum facility fee on the aggregate commitment. Both fees automatically adjust if the company’s credit ratings change, linking pricing to its perceived credit quality.

What key financial covenants apply in Lincoln National’s updated facility?

The agreement requires minimum consolidated net worth of at least $9.932 billion plus half of future equity issuance proceeds, a maximum debt-to-capital ratio of 0.35 to 1.00, and a 7.5% cap on specified secured and subsidiary non-operating indebtedness as a share of total capitalization.

What happens if Lincoln National breaches the credit facility covenants?

If certain events of default occur, including payment or covenant breaches, material misrepresentations, cross-defaults, or bankruptcy events, lenders may terminate commitments and declare outstanding amounts immediately due and payable, subject to materiality thresholds and grace periods in the agreement.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 682.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB