[Form 4] Lincoln National Corp. Insider Trading Activity

Rhea-AI Filing Summary

Sean Woodroffe, Executive Vice President and Chief People, Culture & Communications Officer of Lincoln National Corporation (LNC), reported transactions dated 08/15/2025. On that date he exercised an employee stock option with a $21.13 exercise price to acquire 16,164 shares and simultaneously sold 16,164 shares at a weighted average price of $40.90. The filing notes 1,880.83 shares were acquired via dividend reinvestment since his last report. The Form 4 shows beneficial ownership figures of 172,146.48 shares following the acquisition line (including reinvested dividends) and 155,982.48 shares following the sale line. The underlying option vests in three equal installments on May 24, 2024, 2025 and 2026 and expires May 24, 2033.

Positive

• Substantial remaining beneficial ownership: Filing shows 155,982.48 shares after the reported sale, indicating continued significant ownership.
• Dividend reinvestment added shares: 1,880.83 shares were acquired through dividend reinvestment since the last report, increasing long-term stake.

Negative

• Insider sale recorded: The reporting person sold 16,164 shares on 08/15/2025 at a weighted average price of $40.90.

Insights

Corporate Governance Expert

TL;DR: Routine option exercise and contemporaneous sale; reporting shows substantial remaining beneficial ownership and dividend reinvestment.

The reported transactions are typical for executive equity compensation: exercise of a vested option at $21.13 for 16,164 shares paired with an immediate sale of the same number of shares at a weighted average of $40.90. The filing documents that dividend reinvestment added 1,880.83 shares since the prior report and reports beneficial ownership balances of 172,146.48 and 155,982.48 shares after the acquisition and sale lines, respectively. This Form 4 is a required disclosure of changes in beneficial ownership and contains detailed footnotes on price ranges and vesting schedule; no additional corporate governance actions are disclosed in this filing.

Equity Compensation Specialist

TL;DR: Option exercise followed by sale appears administratively normal; vesting schedule and option expiration are disclosed.

The filing identifies an employee stock option with a $21.13 exercise price that vested in three equal installments on May 24, 2024, 2025 and 2026 and expires May 24, 2033. The reporting person exercised 16,164 option shares (Table II) and sold 16,164 common shares (Table I) on 08/15/2025; the sale price reported is a weighted average of $40.89 to $40.93. The report also quantifies dividend reinvestment of 1,880.83 shares since the last filing. These details align with standard equity compensation activity and the filing includes the required explanatory footnotes and attorney-in-fact signature.

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^*

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 Culture Comms Off

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		16,164	A	$21.13	172,146.48(1)	D
Common Stock	08/15/2025		S		16,164	D	$40.9(2)	155,982.48	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
Employee Stock Option (right to buy)	$21.13	08/15/2025		M			16,164	05/24/2024(3)	05/24/2033	Common Stock	16,164	$0	16,165	D

Explanation of Responses:

1. Includes 1,880.83 shares acquired through dividend reinvestment since the reporting person's last report.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.89 to $40.93, 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 2.

3. The option vests in three equal installments on May 24, 2024, 2025 and 2026.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	08/19/2025
	** 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

Who filed this Form 4 for LNC?

Sean Woodroffe, EVP and Chief People, Culture & Communications Officer, filed the Form 4.

What transactions were reported on 08/15/2025 for LNC (Form 4)?

On 08/15/2025 the filer exercised 16,164 option shares at $21.13 and sold 16,164 common shares at a weighted average price of $40.90.

How many shares were added by dividend reinvestment according to the filing?

The filing states 1,880.83 shares were acquired through dividend reinvestment since the reporting person’s last report.

What are the vesting and expiration details of the option reported?

The option vests in three equal installments on May 24, 2024, 2025 and 2026 and expires on May 24, 2033.

What beneficial ownership totals are shown in the Form 4?

The Form 4 shows 172,146.48 shares following the acquisition line and 155,982.48 shares following the sale line.