Lincoln National (LNC) executive executes option exercise and sell-to-cover on 08/15/2025

Rhea-AI Filing Summary

Lincoln National Corp. (LNC) insider Brian Kroll reported option exercise and related sales on 08/15/2025. Mr. Kroll exercised employee stock options to acquire 6,780 shares at an exercise price of $35.50 per share. Following the exercise and dividend reinvestment, he beneficially owned 56,118.12 shares. To cover the exercise cost and tax obligations, he sold 6,362 shares in multiple transactions at a weighted average price of $40.87 (individual sales ranged $40.87–$40.88). The reported filing was signed on 08/19/2025 by an attorney-in-fact.

Positive

• Exercise of vested options resulted in acquisition of 6,780 shares at $35.50, demonstrating retention of equity by the executive
• Post-transaction beneficial ownership remains substantial at 56,118.12 shares, indicating continued alignment with shareholders

Negative

• Sale of 6,362 shares in a sell-to-cover reduced the newly acquired position, though this was to satisfy exercise costs and taxes
• Weighted average sale price reported at $40.87, with sales occurring over a narrow price range, reducing potential economic upside on remaining shares

Insights

Securities Analyst

TL;DR: Insider exercised options and sold shares to cover costs; net ownership remains substantial and transaction is routine.

The filing shows a standard employee stock option exercise by an executive who then executed a sell-to-cover to satisfy the exercise price and tax withholding. The acquisition of 6,780 shares at $35.50 and sale of 6,362 shares at an average $40.87 are economically consistent with routine compensation-related activity. The post-transaction beneficial ownership of 56,118.12 shares remains material for disclosure but the transactions do not, by themselves, indicate a change in company control or strategy.

Corporate Governance Expert

TL;DR: This is a standard Section 16 disclosure reflecting option vesting and sell-to-cover mechanics; no governance red flags apparent.

The report documents the exercise of vested options granted earlier and a contemporaneous sale to cover costs and taxes. Footnotes clarify dividend reinvestment (594.92 shares) and that sales occurred across prices $40.87–$40.88. The presence of an attorney-in-fact signature is acceptable for timely filing. There are no indications of atypical trading patterns or undisclosed related-party transfers in the form.

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

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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^*

Kroll Brian

(Last) (First) (Middle)

150 N. RADNOR CHESTER ROAD

(Street)

RADNOR 19087

(City) (State) (Zip)

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, Head of Life & Annuities

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		M		6,780	A	$35.5	56,118.12(1)	D
Common Stock	08/15/2025		S(2)		6,362	D	$40.87(3)	49,756.12	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$35.5	08/15/2025		M			6,780	02/24/2017(4)	02/24/2026	Common Stock	6,780	$0	0	D

Explanation of Responses:

1. Includes 594.92 shares acquired through dividend reinvestment since the reporting person's last report.

2. The transaction was a sell-to-cover exercise, with shares sold to cover the option exercise price and taxes, and the reporting person retaining the remaining shares.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.87 to $40.88, inclusive. The reporting person undertakes to provide Lincoln National Corporation, any security holder of Lincoln National Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2.

4. The option vested in three equal installments on February 24, 2017, 2018 and 2019.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	08/19/2025
	** 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.

FAQ

What transactions did Brian Kroll report for LNC on 08/15/2025?

He exercised employee stock options to acquire 6,780 shares at an exercise price of $35.50 and sold 6,362 shares in a sell-to-cover at a weighted average price of $40.87.

How many Lincoln National (LNC) shares does the reporting person own after the transactions?

The filing reports beneficial ownership of 56,118.12 shares following the reported transactions.

Why were shares sold after the option exercise in this Form 4?

The Form 4 states the sale was a sell-to-cover to cover the option exercise price and taxes.

Did the filing note any dividend reinvestment or other adjustments?

Yes. The report notes 594.92 shares were acquired through dividend reinvestment since the last report.

At what prices were the sold shares transacted?

The sold shares were transacted at prices ranging from $40.87 to $40.88, with a reported weighted average of $40.87.