Ellen Cooper (LNC) receives major stock awards and withholds shares for taxes

Rhea-AI Filing Summary

LINCOLN NATIONAL CORP CEO Ellen Cooper reported a mix of stock awards and tax-related share withholdings. On February 19, 2026, she acquired multiple grants totaling several hundred thousand shares of common stock at $0.00 per share through performance share award settlements, while shares were also withheld at $40.10 per share to cover tax obligations.

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^*

Cooper Ellen

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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		189,295(1)	A	$0	722,754	D
Common Stock	02/19/2026		F		80,413(2)	D	$40.1	642,341	D
Common Stock	02/19/2026		A		28,992(3)	A	$0	671,333	D
Common Stock	02/19/2026		F		12,316(4)	D	$40.1	659,017	D
Common Stock	02/19/2026		A		109,227(5)	A	$0	768,244	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. Tax withholding upon settlement of performance share award.

3. Represents acquisition of shares upon settlement of tranche of a performance share award.

4. Tax withholding upon settlement of tranche of performance share award.

5. 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).
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FAQ

What insider transactions did LNC CEO Ellen Cooper report on this Form 4?

Ellen Cooper reported a combination of stock acquisitions and tax-related share dispositions. She received common shares from performance share awards and had other shares withheld to satisfy tax liabilities associated with those awards on February 19, 2026.

Were Ellen Cooper’s LNC share dispositions open-market sales?

No, the dispositions were for tax withholding. The filing states shares were delivered to cover tax liabilities upon settlement of performance share awards, rather than being sold in open-market transactions to third-party buyers.

How did Ellen Cooper acquire additional Lincoln National (LNC) shares?

She acquired shares upon settlement of performance share awards. The filing notes stock was received when multi-year and tranche-based performance share awards settled, increasing her directly held common stock position at no cash cost per share.

What does tax withholding mean in Ellen Cooper’s LNC Form 4?

Tax withholding means some shares from the awards were withheld to pay taxes. Instead of paying taxes in cash, a portion of the granted shares was used to satisfy tax obligations tied to the performance share settlements.

Does the LNC Form 4 mention any restricted stock units for Ellen Cooper?

Yes, a footnote describes a grant of restricted stock units. These units represent a contingent right to receive LNC common shares and are scheduled to vest on February 19, 2029, subject to the terms of the award.