[Form 4] Lincoln National Corp. Insider Trading Activity

Rhea-AI Filing Summary

Bank of Montreal is offering US$435,000 of Senior Medium-Term Digital Return Notes, Series K, linked to FedEx Corporation (FDX) common stock. The three-year notes (Pricing Date : 30 Jun 2025; Maturity : 03 Jul 2028) pay a single 26.00% digital return if FDX’s closing price on the Valuation Date is at least equal to the Initial Level of $227.31. Should the Final Level fall below the Initial Level, investors receive only principal, resulting in a 0% return. There is no participation above 26% and the notes bear no periodic interest.

Key economic terms include: Digital Barrier = 100% of Initial Level; minimum denomination = $1,000; CUSIP 06376EHA3. The notes are unsecured, unsubordinated obligations of Bank of Montreal and are subject to issuer credit risk. They will not be listed, and any liquidity will rely on BMO Capital Markets Corp. acting as a market-maker. Issue price equals 100%, with a 0.75% selling commission; the estimated initial value is $986.68 per $1,000, reflecting embedded dealer compensation and hedging costs.

The filing highlights material risks: upside capped at 26%, potential under-performance versus conventional bonds, lack of dividends, secondary-market uncertainty, conflicts of interest in the calculation agent role, and complex U.S. tax treatment as contingent payment debt instruments. The product may appeal to investors seeking principal preservation plus a defined payoff contingent on non-negative FDX performance, but it sacrifices income and exposes holders to both FedEx share volatility and Bank of Montreal’s credit profile.

Positive

• Principal protection – investors receive at least their $1,000 face amount at maturity even if FDX declines substantially.
• Attractive fixed upside – 26% digital return achievable with merely flat performance in FDX, offering equity-like gain without downside loss of principal.
• Low commission – 0.75% selling concession is modest for a retail structured note.

Negative

• Upside capped – gains above 26% are forfeited, underperforming direct equity ownership if FDX rallies strongly.
• No periodic income – holders forego coupons for three years, creating opportunity cost versus traditional bonds.
• Issuer credit risk – repayment depends entirely on Bank of Montreal’s solvency; note is unsecured and uninsured.
• Limited liquidity – unlisted security; any secondary trading depends on BMOCM’s discretionary market-making.
• Complex tax treatment – contingent payment debt instrument rules impose annual taxable income without cash receipts.

Insights

Structured-Products Analyst

TL;DR: Capital-protected note offers 26% digital payout if FDX is flat or higher, but carries BMO credit risk, no income, and limited upside.

The structure provides full principal protection at maturity and a fixed 26% gain provided FedEx shares do not decline over three years. Because the barrier equals the Initial Level, investors merely need FDX to stay flat to capture the bonus, making probability of success higher than typical digital structures that require appreciation. However, the opportunity cost is significant: holders earn 0% if FDX falls even modestly, while conventional BMO debt would pay coupons. Secondary-market value will be opaque and likely discounted due to hedging and liquidity costs. Credit-spread widening for BMO or negative FedEx volatility can pressure interim pricing. For tax-sensitive U.S. buyers, annual phantom income under CPDI rules further reduces after-tax attractiveness. Overall impact on BMO is immaterial; for investors the note is a niche, yield-replacement alternative best suited to accounts comfortable with embedded credit and liquidity risks.

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^*

Connelly Deirdre P

(Last) (First) (Middle)

150 N RADNOR CHESTER RD

(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)
06/30/2025

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)	06/30/2025		A		1,300.58		(2)	(2)	Common Stock	1,300.58	$34.6	42,343.91(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 569.69 shares acquired through dividend reinvestment since the reporting person's last report.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	07/02/2025
	** 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.

FAQ

What return will I earn on the Bank of Montreal Digital Return Notes if FDX is flat or rises?

If FedEx’s Final Level is ≥ its Initial Level of $227.31, you receive $1,260 per $1,000 note, a 26% fixed gain.

Do the notes protect my principal if FedEx stock falls below the Initial Level?

Yes. Even with any decline in FDX, you receive the $1,000 principal at maturity, but no additional return.

Are the Digital Return Notes linked to FedEx listed on an exchange?

No. The notes will not be listed; liquidity relies on BMO Capital Markets Corp. buying in the secondary market.

What is the estimated initial value compared with the $1,000 issue price?

Bank of Montreal estimates the initial value at $986.68 per $1,000, reflecting dealer compensation and hedging costs.

How are the notes taxed for U.S. investors?

They are expected to be treated as contingent payment debt instruments, requiring annual ordinary income inclusion even though no cash is paid until maturity.

What credit considerations apply to this investment?

Payments depend on Bank of Montreal’s creditworthiness; a downgrade or default could impair returns regardless of FedEx stock performance.