Lincoln National (NYSE: LNC) CFO receives stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Lincoln National Corp EVP & CFO Christopher M. Neczypor reported equity compensation transactions involving company common stock. On February 19, 2026, he acquired 48,925 shares upon settlement of a 2023–2025 performance share award and had 172,904 shares directly owned afterward.

On the same date, 19,970 shares were disposed of at $40.10 per share to satisfy tax withholding related to the performance share settlement, leaving 152,934 shares directly owned. He also received a grant of 41,148 restricted stock units that vest on February 19, 2029, bringing his directly owned common shares to 194,082.

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

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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^*

Neczypor Christopher M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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
Common Stock	02/19/2026		A		48,925(1)	A	$0	172,904	D
Common Stock	02/19/2026		F		19,970(2)	D	$40.1	152,934	D
Common Stock	02/19/2026		A		41,148(3)	A	$0	194,082	D

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. Represents acquisition of shares upon settlement of the performance share award for the 2023-2025 performance cycle.

2. Tax withholding upon settlement of performance share award.

3. Grant of restricted stock units representing a contingent right to receive shares of LNC common stock. The restricted stock units vest on February 19, 2029.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	02/23/2026
	** 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.

FAQ

What insider transactions did LNC CFO Christopher Neczypor report?

Christopher Neczypor reported equity compensation transactions, including performance share settlement, tax withholding, and a new restricted stock unit grant. These involved acquisitions and a disposition of Lincoln National common stock on February 19, 2026, as part of his executive compensation.

How many Lincoln National (LNC) shares did the CFO acquire in awards?

He acquired 48,925 shares upon settlement of a 2023–2025 performance share award and received 41,148 restricted stock units. The restricted stock units represent a contingent right to receive LNC common shares, vesting on February 19, 2029, subject to continued satisfaction of the award terms.

Why were some LNC shares disposed of in the CFO’s Form 4 filing?

The Form 4 shows 19,970 shares disposed of at $40.10 per share to cover tax withholding upon settlement of the performance share award. This is characterized as payment of tax liability by delivering securities, rather than an open-market sale for investment purposes.

What is the vesting schedule for the new LNC restricted stock units?

The grant of 41,148 restricted stock units vests on February 19, 2029. These units represent a contingent right to receive Lincoln National common stock in the future, conditioned on the vesting terms continuing to be satisfied through that date.

How many LNC shares does the CFO directly own after these transactions?

After the reported transactions, Christopher Neczypor directly owns 194,082 shares of Lincoln National common stock. This figure reflects the sequence of award settlement, tax withholding share disposition, and the equity award activity disclosed in the Form 4.

Were the LNC CFO’s transactions open-market buys or sells?

The reported transactions are equity compensation related, not open-market trading. They include acquisition of shares from a performance award settlement, a share disposition for tax withholding, and a grant of restricted stock units, all tied to Lincoln National’s executive compensation programs.