Lincoln National (LNC) EVP uses 32,281 shares for tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lincoln National Corp EVP and Chief Risk Officer Andrew Rallis reported a tax-withholding share disposition tied to equity compensation. On this Form 4, 32,281 shares of common stock were withheld at $36.03 per share to cover taxes upon vesting of restricted stock units.

After this non-market transaction, Rallis directly holds 182,582 shares of Lincoln National common stock. This figure includes 2,338 shares acquired through dividend reinvestment since his prior report, reflecting ongoing participation in the company’s dividend reinvestment program.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rallis Andrew

Role EVP, Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	32,281	$36.03	$1.16M

Holdings After Transaction: Common Stock — 182,582 shares (Direct, null)

Footnotes (1)

Tax withholding upon vesting of restricted stock units. Includes 2,338 shares acquired through dividend reinvestment since the reporting person's last report.

Key Figures

Tax-withholding shares: 32,281 shares Tax-withholding share value: $36.03 per share Post-transaction holdings: 182,582 shares +1 more

4 metrics

Tax-withholding shares 32,281 shares Common stock withheld to cover taxes on RSU vesting

Tax-withholding share value $36.03 per share Valuation used for the 32,281 shares delivered for taxes

Post-transaction holdings 182,582 shares Direct LNC common stock held after the reported transaction

Dividend reinvestment shares 2,338 shares Shares acquired via dividend reinvestment since prior report

Key Terms

restricted stock units, dividend reinvestment, tax-withholding disposition, Common Stock

4 terms

restricted stock units financial

"Tax withholding upon vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend reinvestment financial

"Includes 2,338 shares acquired through dividend reinvestment since the reporting person's last report."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:19 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rallis Andrew

(Last)

(First)

(Middle)

150 N. RADNOR CHESTER ROAD

(Street)

RADNOR

PENNSYLVANIA

19087

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LINCOLN NATIONAL CORP [ LNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/24/2026		F		32,281⁽¹⁾	D	$36.03	182,582⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Tax withholding upon vesting of restricted stock units.

2. Includes 2,338 shares acquired through dividend reinvestment since the reporting person's last report.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Lincoln National (LNC) report for Andrew Rallis?

Lincoln National reported that EVP and Chief Risk Officer Andrew Rallis had 32,281 common shares withheld to cover taxes on vesting restricted stock units. This was a compensation-related tax-withholding event, not an open-market purchase or sale of shares.

Was the LNC Form 4 for Andrew Rallis an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 32,281 shares were delivered at $36.03 per share to satisfy tax obligations when restricted stock units vested for the executive.

How many Lincoln National (LNC) shares does Andrew Rallis hold after this transaction?

Following the tax-withholding disposition, Andrew Rallis directly holds 182,582 shares of Lincoln National common stock. This total includes 2,338 shares that were acquired through dividend reinvestment since his previous ownership report.

What price was used for the tax-withholding shares in the LNC Form 4?

The reported tax-withholding disposition used a share value of $36.03 for 32,281 Lincoln National common shares. This per-share figure is used solely to value the shares delivered to cover the executive’s tax liability on vested restricted stock units.

What do the footnotes in the LNC Form 4 for Andrew Rallis explain?

The footnotes state the shares were withheld as taxes upon vesting of restricted stock units and note that 2,338 additional shares were acquired through dividend reinvestment. These details clarify that the event is compensation-related and not a discretionary market trade.