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 1,272.98 Phantom Stock Units on LNC Common Stock. This award represents a quarterly payment of board retainer and fees under the company’s Deferred Compensation Plan for Non-employee Directors.

Each Phantom Stock Unit equals one share of LNC Common Stock and is payable only in shares of common stock at resignation or retirement. The director may transfer these units into an alternative investment option within the plan. Following this grant and dividend reinvestment of 1,328.18 shares since the last report, his deferred Phantom Stock Unit balance is 113,371.04 units.

Insider Trade Summary

Grant/Award: 1,272.98 shares

Grant/Award 1 txn

Insider KELLY GARY C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	1,272.98	$35.35	$45K

Holdings After Transaction: Phantom Stock Unit — 113,371.04 contracts (Direct)

Footnotes (3)

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.
3. F3. Includes 1,328.18 shares acquired through dividend reinvestment since the reporting person's last report.

Key Figures

Phantom Stock Units granted: 1,272.98 units Reference price per unit: $35.35 per unit Total Phantom Stock Units after grant: 113,371.04 units +1 more

4 metrics

Phantom Stock Units granted 1,272.98 units Quarterly board retainer and fees on June 30, 2026

Reference price per unit $35.35 per unit Basis for phantom stock grant calculation

Total Phantom Stock Units after grant 113,371.04 units Director’s deferred LNC stock-equivalent balance after transaction

Dividend reinvestment units 1,328.18 units Units acquired via dividend reinvestment since last report

Key Terms

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

4 terms

Phantom Stock Unit financial

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

Deferred Compensation Plan for Non-employee Directors financial

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

LNC Stock Fund investment account financial

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

dividend reinvestment financial

"Includes 1,328.18 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.

FAQ

What did LNC director Gary C. Kelly report in this Form 4 filing?

Gary C. Kelly reported receiving 1,272.98 Phantom Stock Units as part of his board compensation. These units track LINCOLN NATIONAL CORP (LNC) common stock and are payable only in shares when he resigns or retires from the board.

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

After the June 30, 2026 grant, Gary C. Kelly holds 113,371.04 Phantom Stock Units tied to LNC common stock. This total includes the new award and 1,328.18 units accumulated through dividend reinvestment since his previous ownership report.

What is a Phantom Stock Unit in the context of LNC’s director compensation?

At LINCOLN NATIONAL CORP, each Phantom Stock Unit is the economic equivalent of one share of LNC common stock. Units are credited under the Deferred Compensation Plan and are ultimately settled in actual shares when the director resigns or retires from the board.

How was the number of Phantom Stock Units for the LNC director’s grant determined?

The 1,272.98 Phantom Stock Units reflect quarterly board retainer and fees converted into phantom stock at a reference price of $35.35 per unit. The units accrue in the LNC Stock Fund investment account within the Deferred Compensation Plan for Non-employee Directors.

Can the LNC director change how his Phantom Stock Units are invested?

Yes. Under LINCOLN NATIONAL CORP’s Deferred Compensation Plan for Non-employee Directors, the reporting person may transfer Phantom Stock Unit holdings from the LNC Stock Fund investment account into an alternative investment account at any time, while payout remains in LNC common shares at separation.

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Accepted by SEC EDGAR 07/02/2026 - 07:35 AM 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)
06/30/2026

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)	06/30/2026		A		1,272.98		(2)	(2)	Common Stock	1,272.98	$35.35	113,371.04(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 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.

3. Includes 1,328.18 shares acquired through dividend reinvestment since the reporting person's last report.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	07/02/2026
	** 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)