Lincoln National director sells preferred shares

Lincoln National Corp director Gary C. Kelly reported selling 15,006.55 Depositary Shares representing Series D Preferred Stock on 2026-08-12 at a weighted average price of $26.50 per share, with individual trade prices ranging from $26.50 to $26.54.

Rhea-AI Filing Summary

Lincoln National Corp director Gary C. Kelly reported selling 15,006.55 Depositary Shares representing Series D Preferred Stock on 2026-08-12 at a weighted average price of $26.50 per share, with individual trade prices ranging from $26.50 to $26.54. Following this transaction, he reported holding no Depositary Shares of this series. He continues to have an indirect holding of 3,000 shares of Common Stock through a family trust established for his descendants, for which his spouse serves as trustee.

Insider Trade Summary

Net Seller: 15,006.55 shares

Net Sell 2 txns

Insider KELLY GARY C

Role Director

Sold 15,006.55 shs ($398K)

Type	Security	Shares	Price	Value
Sale	Depositary Shares representing Series D Preferred Stock F1, F2	15,006.55	$26.50	$398K
holding	Common Stock F3	--	--	--

Holdings After Transaction: Depositary Shares representing Series D Preferred Stock — 0 shares (Direct); Common Stock — 3,000 shares (Indirect, By Family Trust)

Footnotes (3)

1. F1. Each Depositary Share represents a 1/1,000th interest in a share of Lincoln National Corporation's 9.000% Non-Cumulative Preferred Stock, Series D ("Series D Preferred Stock").
2. F2. The price reported in Column 4 is a weighted average price. These Depositary Shares representing Series D Preferred Stock were sold in multiple transactions at prices ranging from $26.50 to $26.54, inclusive. The reporting person undertakes to provide Lincoln National Corporation, any security holder of Lincoln National Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Depositary Shares representing Series D Preferred Stock sold at each separate price within the range set forth in footnote 2 to this Form 4.
3. F3. These shares are held in trust for the benefit of the reporting person's descendants. The reporting person's spouse is trustee of the trust.

Key Figures

Depositary Shares sold: 15,006.55 shares Weighted average sale price: $26.50 per share Depositary Shares after sale: 0 shares +3 more

6 metrics

Depositary Shares sold 15,006.55 shares Depositary Shares representing Series D Preferred Stock sold on 2026-08-12

Weighted average sale price $26.50 per share Depositary Shares sold in multiple transactions at $26.50–$26.54

Depositary Shares after sale 0 shares Total Depositary Shares representing Series D Preferred Stock following transaction

Indirect common shares held 3,000 shares Common Stock held indirectly by family trust after reported transactions

Interest represented per Depositary Share 1/1,000th interest Each Depositary Share is 1/1,000th of a Series D Preferred Stock share

Series D dividend rate 9.000% Non-Cumulative Preferred Stock, Series D dividend rate

Key Terms

Depositary Shares, Non-Cumulative Preferred Stock, weighted average price, family trust

4 terms

Depositary Shares financial

"Each Depositary Share represents a 1/1,000th interest in a share"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Non-Cumulative Preferred Stock financial

"9.000% Non-Cumulative Preferred Stock, Series D"

Preferred stock that pays a fixed dividend but does not require the company to make up missed payments later; if a dividend is skipped, shareholders lose that income permanently rather than accumulating a balance the company must repay. Investors care because this structure offers higher priority than common shares for payouts but less protection for dividend income, so it’s a trade-off between steady yield and the risk of permanent missed payments.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

family trust financial

"These shares are held in trust for the benefit of the reporting person's descendants"

FAQ

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

What insider transaction did LINCOLN NATIONAL CORP (LNC) director Gary C. Kelly report?

Director Gary C. Kelly sold 15,006.55 Depositary Shares representing Series D Preferred Stock of Lincoln National Corp on 2026-08-12. The filing also reports his remaining indirect holdings of common stock through a family trust.

How many Lincoln National Corp (LNC) Series D Depositary Shares were sold and at what price?

Gary C. Kelly sold 15,006.55 Depositary Shares representing Series D Preferred Stock at a weighted average price of $26.50 per share, with individual sale prices between $26.50 and $26.54, as disclosed in the Form 4 footnote.

What are Gary C. Kelly’s remaining holdings in Lincoln National Corp (LNC) after this sale?

After the sale, Gary C. Kelly reported zero Depositary Shares representing Series D Preferred Stock and an indirect holding of 3,000 shares of Common Stock held by a family trust for the benefit of his descendants.

How are the Lincoln National Corp (LNC) Depositary Shares linked to Series D Preferred Stock?

Each Depositary Share represents a 1/1,000th interest in a share of Lincoln National Corporation’s 9.000% Non-Cumulative Preferred Stock, Series D, according to the Form 4 footnote describing the instrument’s structure.

Were Gary C. Kelly’s Lincoln National Corp (LNC) sales under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and no footnote indicates a trading plan. The sale is reported simply as a sale in open market or private transaction without plan status language.

What is the nature of Gary C. Kelly’s indirect Common Stock ownership in Lincoln National Corp (LNC)?

The Form 4 states that 3,000 shares of Common Stock are held in trust for the benefit of his descendants, and that his spouse is the trustee, indicating an indirect, trust-based ownership structure.

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

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Accepted by SEC EDGAR 08/14/2026 - 04:21 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)
08/12/2026

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
Depositary Shares representing Series D Preferred Stock(1)	08/12/2026		S		15,006.55	D	$26.5(2)	0	D
Common Stock								3,000	I	By Family Trust(3)

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. Each Depositary Share represents a 1/1,000th interest in a share of Lincoln National Corporation's 9.000% Non-Cumulative Preferred Stock, Series D ("Series D Preferred Stock").

2. The price reported in Column 4 is a weighted average price. These Depositary Shares representing Series D Preferred Stock were sold in multiple transactions at prices ranging from $26.50 to $26.54, inclusive. The reporting person undertakes to provide Lincoln National Corporation, any security holder of Lincoln National Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Depositary Shares representing Series D Preferred Stock sold at each separate price within the range set forth in footnote 2 to this Form 4.

3. These shares are held in trust for the benefit of the reporting person's descendants. The reporting person's spouse is trustee of the trust.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	08/14/2026
	** 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)