Lincoln National (LNC) risk chief withholds 20,052 shares for retirement tax bill

Rhea-AI Filing Summary

LINCOLN NATIONAL CORP executive Andrew Rallis, EVP and Chief Risk Officer, reported a routine tax-related share disposition. On the vesting of restricted stock units upon retirement, 20,052 shares of common stock were withheld at $34.63 per share to cover tax obligations. After this non‑market transaction, Rallis directly holds 162,530 shares of Lincoln National common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rallis Andrew

Role EVP, Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	20,052	$34.63	$694K

Holdings After Transaction: Common Stock — 162,530 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Tax-withheld shares: 20,052 shares Withholding price: $34.63 per share Post-transaction holdings: 162,530 shares

3 metrics

Tax-withheld shares 20,052 shares Shares withheld to cover taxes on RSU vesting upon retirement

Withholding price $34.63 per share Price applied to 20,052 shares used for tax withholding

Post-transaction holdings 162,530 shares Direct LNC common stock held by Andrew Rallis after transaction

Key Terms

restricted stock units, tax withholding, tax-withholding disposition

3 terms

restricted stock units financial

"Tax withholding upon vesting of restricted stock units upon retirement."

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.

tax withholding financial

"Tax withholding upon vesting of restricted stock units upon retirement."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the F code transaction."

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

X

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^*

Rallis Andrew

(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 Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		F		20,052(1)	D	$34.63	162,530	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 upon retirement.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	06/03/2026
	** 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 Andrew Rallis report?

Andrew Rallis reported a tax-withholding disposition of 20,052 Lincoln National (LNC) shares. The shares were withheld upon vesting of restricted stock units in connection with his retirement, covering tax liabilities rather than representing an open-market trade.

How many LNC shares were involved in Andrew Rallis’s tax withholding?

The filing shows 20,052 shares of Lincoln National (LNC) common stock were used for tax withholding. These shares were applied at a price of $34.63 per share when restricted stock units vested upon his retirement from the company.

Does Andrew Rallis still hold Lincoln National (LNC) shares after this Form 4?

Yes. After the tax-withholding disposition, Andrew Rallis directly holds 162,530 shares of Lincoln National (LNC) common stock. The transaction reflects share withholding for taxes, not a complete exit or large open-market sale of his position.

Was the LNC insider transaction an open-market sale of shares?

No. The Form 4 identifies the code F transaction as payment of tax liability by delivering securities. A footnote explains it was tax withholding when restricted stock units vested upon retirement, rather than a discretionary open-market sale of Lincoln National (LNC) shares.

What does transaction code F mean in the LNC Form 4 filing?

Transaction code F indicates shares were disposed of to pay the exercise price or tax liability. In this Lincoln National (LNC) filing, 20,052 shares were withheld specifically as tax withholding tied to vesting of restricted stock units upon Andrew Rallis’s retirement.