LNC director updates phantom stock holdings

Lincoln National Corporation director Gary C. Kelly reported a transaction involving 35,474.99 Phantom Stock Units of LNC at $40.88 per unit.

Rhea-AI Filing Summary

Lincoln National Corporation director Gary C. Kelly reported a transaction involving 35,474.99 Phantom Stock Units of LNC at $40.88 per unit. These units mirror the value of Lincoln National common stock and are held in a deferred compensation plan for non-employee directors.

After this transaction, Kelly directly holds 109,502.27 Phantom Stock Units, each tied to one share of common stock. The units are payable only in Lincoln National shares upon resignation or retirement, and the balance includes 777.41 shares accumulated through dividend reinvestment since his last report.

Insider Trade Summary

Discretionary: 35,474.99 shares

Discretionary 1 txn

Insider KELLY GARY C

Role Director

Type	Security	Shares	Price	Value
Discretionary	Phantom Stock Unit	35,474.99	$40.88	$1.45M

Holdings After Transaction: Phantom Stock Unit — 109,502.27 contracts (Direct)

Footnotes (2)

1. F1. 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 Plan for Non-employee Directors (the "Directors' DCP"), which are payable solely in shares of LNC Common Stock at resignation or retirement. The reporting person may transfer his/her phantom stock unit holdings into an alternative investment account in the Directors' DCP at any time.
2. F2. Includes 777.41 shares acquired through dividend reinvestment since the reporting person's last report.

FAQ

What insider transaction did LNC director Gary C. Kelly report?

Gary C. Kelly reported a transaction involving 35,474.99 Phantom Stock Units at $40.88 each. These units track Lincoln National common stock value within a deferred compensation plan for non-employee directors, updating his total phantom holdings reported in this Form 4.

How many Lincoln National (LNC) Phantom Stock Units does Gary C. Kelly now hold?

Following the reported transaction, Gary C. Kelly holds 109,502.27 Phantom Stock Units. Each unit is economically equivalent to one share of LNC common stock and is payable only in shares when he resigns or retires from the board.

What are Phantom Stock Units in the Lincoln National (LNC) directors’ plan?

Phantom Stock Units are bookkeeping entries equivalent to one share of LNC common stock. For non-employee directors, they are held in a deferred compensation plan and are ultimately settled in actual LNC shares at resignation or retirement, rather than paid in cash.

Did dividend reinvestment affect Gary C. Kelly’s LNC Phantom Stock Units?

Yes. His reported Phantom Stock Unit balance includes 777.41 shares acquired through dividend reinvestment. These additional units were accumulated since his last report and increase his total phantom holdings tied to LNC common stock performance over time.

Is Gary C. Kelly’s Lincoln National (LNC) Phantom Stock Unit holding direct or indirect?

The Form 4 shows Gary C. Kelly’s 109,502.27 Phantom Stock Units as directly owned. They are held in the Lincoln National deferred compensation plan for non-employee directors and are tied to his individual director compensation arrangements with the company.

When will Gary C. Kelly receive Lincoln National (LNC) shares from these Phantom Stock Units?

The Phantom Stock Units are payable solely in LNC common shares upon his resignation or retirement. Until then, they remain as plan units that track LNC’s stock value, with flexibility to move into other investment options within the directors’ deferred compensation plan.

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Accepted by SEC EDGAR 02/17/2026 - 04:18 PM Learn about SEC filing dates

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^*

KELLY GARY C

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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

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 Unit	(1)	02/13/2026		I		35,474.99		(1)	(1)	Common Stock	35,474.99	$40.88	109,502.27(2)	D

Explanation of Responses:

1. 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 Plan for Non-employee Directors (the "Directors' DCP"), which are payable solely in shares of LNC Common Stock at resignation or retirement. The reporting person may transfer his/her phantom stock unit holdings into an alternative investment account in the Directors' DCP at any time.

2. Includes 777.41 shares acquired through dividend reinvestment since the reporting person's last report.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	02/17/2026
	** 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.