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  4. [Form 4] LINCOLN NATIONAL CORP Insider Trading Activity

Lincoln National director granted 1,487.73 phantom stock units under deferred plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

William H. Cunningham, a director of Lincoln National Corporation (LNC), was granted 1,487.73 Phantom Stock Units on 09/30/2025 under the company's Deferred Compensation Plan for Non-Employee Directors. Each Phantom Stock Unit equals one share of LNC common stock and the grant reflects the quarterly board retainer and fees accrued in phantom stock, payable solely in shares at resignation or retirement. The filing shows a per-share price reference of $40.33 and reports total beneficial ownership of 187,225.66 shares following the transaction, which includes 2,239.61 shares acquired through dividend reinvestment since the last report. The Form 4 was executed on behalf of the reporting person on 10/02/2025.

Positive

  • 1,487.73 Phantom Stock Units granted to a director, aligning compensation with shareholder value
  • Total beneficial ownership of 187,225.66 shares, indicating significant insider stake
  • 2,239.61 shares added through dividend reinvestment since last report

Negative

  • None.

Insights

Director compensation granted as phantom stock units tied to deferred plan.

This filing documents a non-cash director compensation event: 1,487.73 Phantom Stock Units were awarded on 09/30/2025 under the Deferred Compensation Plan for Non-Employee Directors. The units are payable only in shares at resignation or retirement, indicating the grant is a retention-oriented, deferred equity-like award rather than an immediate open-market purchase.

The grant mechanism aligns director pay with long-term shareholder value because payment is made in common stock; the filing explicitly states the units may be transferred into an alternative investment account at any time.

Insider holdings remain substantial: beneficial ownership disclosed at 187,225.66 shares.

After the grant, the reporting person beneficially owns 187,225.66 shares. The filing also notes 2,239.61 shares were added via dividend reinvestment since the last report, showing passive accumulation in addition to compensation-based grants.

Insider CUNNINGHAM WILLIAM H DR
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Unit 1,487.73 $40.33 $60K
Holdings After Transaction: Phantom Stock Unit — 187,225.66 shares (Direct)
Footnotes (1)
  1. Each Phantom Stock Unit is the equivalent of one share of LNC Common Stock. Quarterly payment of board retainer and fees in shares of phantom stock accrued under the Deferred Compensation Plan for Non-Employee Directors (the "Plan"), which are payable solely in shares of the Company's common stock at resignation or retirement. The reporting person may transfer his/her Phantom Stock account into an alternative investment account at any time. Includes 2,239.61 shares acquired through dividend reinvestment since the reporting person's last report.
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).
1. Name and Address of Reporting Person*
CUNNINGHAM WILLIAM H DR
(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)
09/30/2025
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
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) 09/30/2025 A 1,487.73 (2) (2) Common Stock 1,487.73 $40.33 187,225.66(3) 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 Deferred Compensation Plan for Non-Employee Directors (the "Plan"), which are payable solely in shares of the Company's common stock at resignation or retirement. The reporting person may transfer his/her Phantom Stock account into an alternative investment account at any time.
3. Includes 2,239.61 shares acquired through dividend reinvestment since the reporting person's last report.
Remarks:
/s/ Claire H. Hanna, Attorney-in-Fact 10/02/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the LNC Form 4 filed by William H. Cunningham report?

The Form 4 reports a grant of 1,487.73 Phantom Stock Units on 09/30/2025 and total beneficial ownership of 187,225.66 shares.

How are the Phantom Stock Units paid under LNC's plan?

The Deferred Compensation Plan for Non-Employee Directors pays Phantom Stock Units solely in shares of LNC common stock at resignation or retirement; units are equivalent to one share each.

What price is referenced for the reported units?

The filing lists a per-share price reference of $40.33 for the reported Phantom Stock Units.

Did the filing show additional share accumulation since the last report?

Yes; the filing states 2,239.61 shares were acquired through dividend reinvestment since the reporting person's last report.

When was the transaction and when was the Form 4 signed?

The transaction date is 09/30/2025, and the Form 4 was signed on behalf of the reporting person on 10/02/2025.