Lincoln National (LNC) CAO updates holdings after 208-share tax withholding

Rhea-AI Filing Summary

Lincoln National Corp reported an insider share transaction by its Chief Accounting Officer. On December 5, 2025, the officer had 208 shares of common stock withheld at a price of $42.74 per share to cover taxes upon the vesting of restricted stock units. After this tax withholding event and a small correction, the officer beneficially owns 24,930.11 shares directly.

The filing explains that prior reports had overstated shares acquired through dividend reinvestment by 9.10 shares due to an administrative error. It also notes that the current balance includes 916.02 shares acquired through dividend reinvestment since the officer’s last report, providing a clearer picture of the insider’s current equity position.

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
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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^*

Cohen Adam M

(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)
	CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		F		208(1)	D	$42.74	24,930.11(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Tax withholding upon vesting of restricted stock units.

2. Reflects a correction to the number of shares reported as acquired through dividend reinvestment in certain prior periods, which due to an administrative error had been overstated by 9.10 shares in the aggregate, and includes 916.02 shares acquired through dividend reinvestment since the reporting person's last report.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	12/09/2025
	** 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 insider transaction did LNC report for its Chief Accounting Officer?

The Chief Accounting Officer of Lincoln National Corp (LNC) reported a tax-related share withholding. On December 5, 2025, 208 shares of common stock were withheld to satisfy tax obligations upon the vesting of restricted stock units, at a price of $42.74 per share.

How many LNC shares does the reporting person own after this transaction?

Following the tax withholding and the stated corrections, the reporting person beneficially owns 24,930.11 shares of Lincoln National Corp common stock in direct ownership.

Why were 208 shares of LNC stock withheld from the insider?

The 208 shares were withheld as part of tax withholding upon vesting of restricted stock units. This is a common method for covering income tax obligations when equity awards vest, without requiring the insider to pay cash.

What correction did the LNC insider make regarding prior dividend reinvestments?

The filing states that earlier reports had overstated shares acquired through dividend reinvestment by 9.10 shares because of an administrative error. The current reported holdings reflect this correction.

How many LNC shares were acquired through dividend reinvestment since the last report?

Since the reporting person’s last report, their position includes 916.02 shares of Lincoln National Corp common stock that were acquired through dividend reinvestment.

Does this LNC insider filing indicate a discretionary sale on the market?

The transaction is coded as a tax withholding related to restricted stock unit vesting, not as an open-market sale initiated for investment purposes. The shares were withheld by the issuer to cover taxes.