Lincoln National (NYSE: LNC) EVP uses 23,801 shares for RSU tax withholding

Rhea-AI Filing Summary

Lincoln National Corp executive John Christopher Kennedy reported routine share movements related to equity compensation and retirement savings. On this Form 4, 23,801 shares of common stock were disposed of at $36.03 per share to satisfy tax withholding upon vesting of restricted stock units. After this tax-withholding disposition, he directly holds 125,557 common shares and indirectly holds 13,058.3 shares through the company’s 401(k) plan as of May 1, 2026. The filing also notes that 1,461 shares were acquired through dividend reinvestment since his prior report, reflecting ongoing accumulation from plan features rather than open-market trading.

Insights

Equity compensation & governance analyst

Routine tax withholding on vested RSUs; no open‑market trading.

Executive vice president John Christopher Kennedy reported a Form 4 entry where 23,801 shares of Lincoln National Corp common stock were used to cover tax obligations upon vesting of restricted stock units at $36.03 per share. This is coded as an F transaction, which is a non-market, mechanistic event.

Following the disposition, he directly owns 125,557 shares and indirectly holds 13,058.3 shares through the company’s 401(k) Plan as of May 1, 2026. The footnotes also mention 1,461 shares gained via dividend reinvestment. These details indicate ongoing equity exposure, with the filing dominated by standard compensation and plan administration entries rather than discretionary buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kennedy John Christopher

Role EVP, Chief Dist. & Brand Off

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	23,801	$36.03	$858K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 125,557 shares (Direct, null); Common Stock — 13,058.3 shares (Indirect, In 401(K))

Footnotes (1)

1. Tax withholding upon vesting of restricted stock units. Includes 1,461 shares acquired through dividend reinvestment since the reporting person's last report. Represents the number of shares of common stock beneficially owned through the Company's 401(k) Plan as of 5/1/2026.

Key Figures

Tax-withholding shares: 23,801 shares Tax-withholding price: $36.03/share Direct holdings after transaction: 125,557 shares +2 more

5 metrics

Tax-withholding shares 23,801 shares Shares delivered for tax withholding on RSU vesting

Tax-withholding price $36.03/share Price per share for 23,801-share F-code disposition

Direct holdings after transaction 125,557 shares Common stock directly owned following Form 4 events

Indirect 401(k) holdings 13,058.3 shares Shares in company 401(k) Plan as of May 1, 2026

Dividend reinvestment shares 1,461 shares Shares acquired via dividend reinvestment since last report

Key Terms

restricted stock units, dividend reinvestment, 401(k) Plan, tax-withholding disposition

4 terms

restricted stock units financial

"Tax withholding upon vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend reinvestment financial

"Includes 1,461 shares acquired through dividend reinvestment since the reporting person's last report."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

401(k) Plan financial

"Represents the number of shares of common stock beneficially owned through the Company's 401(k) Plan as of 5/1/2026."

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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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^*

Kennedy John Christopher

(Last) (First) (Middle)

150 N. RADNOR-CHESTER ROAD

(Street)

RADNOR PENNSYLVANIA 19087

(City) (State) (Zip)

UNITED STATES

(Country)

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, Chief Dist. & Brand Off

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/24/2026		F		23,801(1)	D	$36.03	125,557(2)	D
Common Stock								13,058.3(3)	I	In 401(K)

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. Includes 1,461 shares acquired through dividend reinvestment since the reporting person's last report.

3. Represents the number of shares of common stock beneficially owned through the Company's 401(k) Plan as of 5/1/2026.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did LNC executive John Christopher Kennedy report on this Form 4?

Kennedy reported a tax-withholding disposition of 23,801 Lincoln National Corp common shares at $36.03 per share. The shares were used to satisfy tax liabilities triggered by vesting restricted stock units, rather than representing an open-market sale or discretionary trading decision.

Did John Christopher Kennedy of LNC sell shares in the open market in this filing?

The filing shows no open-market sale; it records an F-code tax-withholding disposition. 23,801 shares were surrendered at $36.03 per share to cover tax obligations from restricted stock unit vesting, a standard equity compensation mechanism rather than a market trade.

How many Lincoln National Corp shares does Kennedy hold after the reported Form 4 transactions?

After the reported transactions, Kennedy directly owns 125,557 Lincoln National Corp common shares. He also indirectly holds 13,058.3 shares through the company’s 401(k) Plan, giving a combined position reflecting both personal holdings and retirement-plan investments in LNC stock.

What does the 401(k) Plan entry mean in John Christopher Kennedy’s LNC Form 4?

The Form 4 notes that 13,058.3 LNC common shares are beneficially owned through the company’s 401(k) Plan as of May 1, 2026. This reflects retirement-plan holdings, which are indirect ownership and typically accumulate via contributions and investment choices within the plan.

What is the significance of the dividend reinvestment mentioned in LNC executive Kennedy’s Form 4?

The footnotes state that 1,461 shares were acquired through dividend reinvestment since Kennedy’s last report. This indicates additional shares were automatically purchased using cash dividends, a routine plan feature that gradually increases his LNC equity stake without active trading.