Lincoln National (LNC) EVP records share sale and phantom unit move

Rhea-AI Filing Summary

Lincoln National Corporation executive Sean Woodroffe, EVP and Chief People, Communications and Enterprise Services Officer, reported an open-market sale of 10,000 shares of common stock at a weighted average price of $34.46 per share. These shares were sold in multiple trades between $34.44 and $34.51 per share, leaving him with 206,159 common shares directly owned.

He also reported a discretionary transaction involving 10,204.08 Phantom Stock Units at $34.30 each. Each phantom unit equals one share of LNC common stock and is held in an LNC deferred compensation and supplemental/excess retirement plan, where he may reallocate these units to other investment options.

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^*

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 Comms Ent Srvc Off

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	03/02/2026		S		10,000	D	$34.46(1)	206,159	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
Phantom Stock Units	(2)	02/27/2026		I		10,204.08		(2)	(2)	Common Stock	10,204.08	$34.3	10,204.08	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.44 to $34.51, 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 1.

2. Each Phantom Stock Unit is the equivalent of one share of LNC Common Stock. Represents phantom stock units held in the LNC Stock Fund investment account in the LNC Deferred Compensation and Supplemental/Excess Retirement Plan (the "DC SERP"). The reporting person may transfer his phantom stock unit holdings into an alternative investment account in the DC SERP at any time.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	03/02/2026
	** 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 did Lincoln National (LNC) executive Sean Woodroffe sell in this filing?

Sean Woodroffe reported selling 10,000 shares of Lincoln National common stock in an open-market transaction at a weighted average price of $34.46 per share, with individual trade prices ranging from $34.44 to $34.51, and retained 206,159 common shares afterward.

At what price did the Lincoln National EVP sell his 10,000 common shares?

The 10,000 Lincoln National common shares were sold at a weighted average price of $34.46. According to the disclosure, the individual trades occurred in a price range between $34.44 and $34.51 per share, all executed as open-market sales on the transaction date.

How many Lincoln National common shares does Sean Woodroffe hold after the sale?

After the open-market sale of 10,000 common shares, Sean Woodroffe directly holds 206,159 shares of Lincoln National common stock. This figure reflects his remaining direct ownership reported following the transaction and does not include separately reported phantom stock units held in a deferred compensation plan.

What are the Phantom Stock Units reported by Lincoln National’s EVP?

The filing reports 10,204.08 Phantom Stock Units, each equal to one share of Lincoln National common stock. These units are held in a deferred compensation and supplemental/excess retirement plan, and the executive may transfer them into alternative investment options available within that plan at any time.

Was the Phantom Stock Unit activity a buy or sell transaction for LNC?

The Phantom Stock Unit activity is characterized as a discretionary transaction under Rule 16b-3(f), not a standard buy or sell. It involves 10,204.08 units at $34.30 each within a deferred compensation plan, where the executive can reallocate investments among available plan options.

What is the overall net share impact of Sean Woodroffe’s reported Lincoln National transactions?

The transactions show a net reduction of 10,000 Lincoln National common shares through an open-market sale. While 10,204.08 Phantom Stock Units were reported in a discretionary transaction, these represent plan-linked units equivalent to shares rather than additional directly owned common shares outstanding in the market.