Lincoln National director granted phantom stock units

KELLY GARY C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

KELLY GARY C reported acquisition or exercise transactions in this Form 4 filing.

Lincoln National Corp director Gary C. Kelly received a grant of 1,267.6100 Phantom Stock Units on the company’s deferred compensation plan. Each unit is equivalent to one share of LNC common stock and represents quarterly board retainer and fees. After this award, Kelly holds 110,769.8800 Phantom Stock Units, which are payable solely in LNC common shares at resignation or retirement, though he may transfer these units into an alternative investment account within the plan.

Insider Trade Summary

Grant/Award: 1,267.61 shares

Grant/Award 1 txn

Insider KELLY GARY C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	1,267.61	$35.50	$45K

Holdings After Transaction: Phantom Stock Unit — 110,769.88 contracts (Direct)

Footnotes (2)

1. F1. Each Phantom Stock Unit is the equivalent of one share of LNC Common Stock.
2. F2. Quarterly payment of board retainer and fees in shares of phantom stock accrued under the LNC Deferred Compensation Plan for Non-employee Directors (the "Directors' DCP") in the LNC Stock Fund investment account, 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.

Key Figures

Phantom units granted: 1,267.6100 units Reference price per unit: $35.5000 per unit Total phantom units after grant: 110,769.8800 units +1 more

4 metrics

Phantom units granted 1,267.6100 units Grant of Phantom Stock Units on 2026-03-31

Reference price per unit $35.5000 per unit Transaction price per Phantom Stock Unit

Total phantom units after grant 110,769.8800 units Holdings following reported transaction

Underlying common shares 1,267.6100 shares Each Phantom Stock Unit equals one LNC common share

Key Terms

Phantom Stock Unit, Deferred Compensation Plan, Non-employee Directors, LNC Stock Fund investment account

4 terms

Phantom Stock Unit financial

"Each Phantom Stock Unit is the equivalent of one share of LNC Common Stock."

Deferred Compensation Plan financial

"accrued under the LNC Deferred Compensation Plan for Non-employee Directors"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Non-employee Directors financial

"Deferred Compensation Plan for Non-employee Directors (the "Directors' DCP")"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

LNC Stock Fund investment account financial

"in the LNC Stock Fund investment account, which are payable solely in shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Lincoln National (LNC) report for Gary C. Kelly?

Lincoln National reported that director Gary C. Kelly received 1,267.6100 Phantom Stock Units as a grant. These units represent quarterly board retainer and fees and are part of the company’s deferred compensation plan for non-employee directors, linked to LNC common stock performance.

What is a Phantom Stock Unit in the Lincoln National (LNC) filing?

A Phantom Stock Unit in this filing is the equivalent of one share of LNC common stock. It tracks the stock’s value within a deferred compensation plan and is ultimately payable only in LNC common shares, typically at resignation or retirement from the board.

How many Phantom Stock Units does Gary C. Kelly hold after this LNC transaction?

After the reported grant, Gary C. Kelly holds 110,769.8800 Phantom Stock Units. These units accrue under Lincoln National’s Deferred Compensation Plan for Non-employee Directors and are tied to the LNC Stock Fund, payable solely in common shares at resignation or retirement.

Was the Lincoln National (LNC) transaction a market purchase or sale of stock?

The transaction was not an open-market purchase or sale. It was a grant of 1,267.6100 Phantom Stock Units as part of director compensation, recorded under a deferred compensation plan, rather than a discretionary market trade in LNC common shares by the director.

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

The Phantom Stock Units are payable solely in LNC common stock at Kelly’s resignation or retirement from the board. Until then, they accrue within the Deferred Compensation Plan, although he may transfer the units into an alternative investment account inside that plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:22 PM EDT 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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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)	03/31/2026		A		1,267.61		(2)	(2)	Common Stock	1,267.61	$35.5	110,769.88	D

Explanation of Responses:

1. Each Phantom Stock Unit is the equivalent of one share of LNC Common Stock.

2. Quarterly payment of board retainer and fees in shares of phantom stock accrued under the LNC Deferred Compensation Plan for Non-employee Directors (the "Directors' DCP") in the LNC Stock Fund investment account, 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.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	04/02/2026
	** 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)