Lincoln National (NYSE: LNC) EVP reports stock awards and tax share disposition

Rhea-AI Filing Summary

Lincoln National Corp EVP Sean Woodroffe reported equity compensation transactions in common stock. He acquired 53,368 shares at no cost upon settlement of a 2023–2025 performance share award and received a grant of 22,444 restricted stock units that vest on February 19, 2029.

To cover tax withholding upon settlement of the performance shares, 19,037 shares were disposed of at a price of $40.10 per share. All positions are held directly in Lincoln National common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Woodroffe Sean

Role EVP, Ch Ppl Culture Comms Off

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	53,368	$0.00	--
Tax Withholding	Common Stock	19,037	$40.10	$763K
Grant/Award	Common Stock	22,444	$0.00	--

Holdings After Transaction: Common Stock — 212,752 shares (Direct)

Footnotes (1)

1. Represents acquisition of shares upon settlement of the performance share award for the 2023-2025 performance cycle. Includes 3,401.52 shares acquired through dividend reinvestment since the reporting person's last report. Tax withholding upon settlement of performance share award. Grant of restricted stock units representing a contingent right to receive shares of LNC common Stock. The restricted stock units vest on February 19, 2029.

Form 4 Insider Transactions: What Each Field Means →

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^*

Woodroffe Sean

(Last) (First) (Middle)

150 N. RADNOR CHESTER ROAD

(Street)

RADNOR PA 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, Ch Ppl Culture Comms Off

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A		53,368(1)	A	$0	212,752(2)	D
Common Stock	02/19/2026		F		19,037(3)	D	$40.1	193,715	D
Common Stock	02/19/2026		A		22,444(4)	A	$0	216,159	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

Explanation of Responses:

1. Represents acquisition of shares upon settlement of the performance share award for the 2023-2025 performance cycle.

2. Includes 3,401.52 shares acquired through dividend reinvestment since the reporting person's last report.

3. Tax withholding upon settlement of performance share award.

4. Grant of restricted stock units representing a contingent right to receive shares of LNC common Stock. The restricted stock units vest on February 19, 2029.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	02/23/2026
	** 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.

FAQ

What insider transactions did LNC executive Sean Woodroffe report on this Form 4?

Sean Woodroffe reported equity compensation-related transactions in Lincoln National common stock. He acquired shares from a performance share award settlement, received a new restricted stock unit grant, and disposed of shares solely to satisfy tax withholding obligations tied to the award settlement.

How many Lincoln National (LNC) shares did Sean Woodroffe acquire?

He acquired 53,368 shares of Lincoln National common stock upon settlement of a 2023–2025 performance share award. In addition, he received a grant of 22,444 restricted stock units, giving him a contingent right to receive further shares when those units vest in the future.

Why were some Lincoln National (LNC) shares disposed of in this filing?

The disposition of 19,037 shares at $40.10 per share was for tax withholding related to the settlement of a performance share award. This type of transaction is recorded under code F, reflecting payment of tax liabilities by delivering previously acquired securities to the issuer.

What are the terms of Sean Woodroffe’s new restricted stock units at LNC?

The grant consists of 22,444 restricted stock units representing a contingent right to receive Lincoln National common shares. According to the disclosure, these restricted stock units are scheduled to vest on February 19, 2029, assuming the applicable vesting conditions for the award are satisfied by that date.

Were Sean Woodroffe’s Lincoln National (LNC) stock acquisitions open-market purchases?

No, the acquisitions were not open-market purchases. They resulted from equity compensation: settlement of a performance share award for the 2023–2025 cycle and a grant of restricted stock units. Both were recorded at a per-share price of $0.00 in the transaction table.

Does Sean Woodroffe hold his Lincoln National (LNC) shares directly or indirectly?

The transactions are reported as direct ownership of Lincoln National common stock. The filing classifies the holdings with ownership type code D for direct, and there are no footnotes indicating that the shares are held through a separate trust, partnership, or other indirect ownership vehicle.