Lincoln National (LNC) CEO exercises stock options and withholds 35,726 shares

Rhea-AI Filing Summary

Lincoln National Corp (LNC) disclosed that its Chairman, President & CEO, who is also a director, exercised employee stock options and settled related obligations on 11/26/2025. The executive exercised an employee stock option to acquire 38,891 shares of common stock at an exercise price of $35.5 per share. To cover the exercise price and associated tax liability, 35,726 shares were withheld through a net share settlement at a price of $41.35 per share, and the company states that no shares were sold by the reporting person for this purpose. Following these transactions, the reporting person beneficially owned 547,918.95 shares of Lincoln National common stock in direct form.

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
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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^*

Cooper Ellen

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

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
Common Stock	11/26/2025		M		38,891	A	$35.5	583,644.95	D
Common Stock	11/26/2025		F		35,726(1)	D	$41.35	547,918.95	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
Employee Stock Option (Right to Buy)	$35.5	11/26/2025		M			38,891	02/24/2017(2)	02/24/2026	Common Stock	38,891	$0	0	D

Explanation of Responses:

1. Represents shares withheld in connection with net share settlement to satisfy the exercise price and tax liability associated with the reporting person's exercise of employee stock options. No shares were sold by the reporting person to satisfy the exercise price or tax liability.

2. The option vested in three equal installments on February 24, 2017, 2018 and 2019.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	12/01/2025
	** 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 insider transaction did Lincoln National Corp (LNC) report on this Form 4?

Lincoln National Corp reported that its Chairman, President & CEO, who is also a director, exercised an employee stock option and completed related share withholding on 11/26/2025.

How many Lincoln National (LNC) shares were acquired through the option exercise?

The executive exercised an employee stock option to acquire 38,891 shares of Lincoln National common stock at an exercise price of $35.5 per share.

How many Lincoln National (LNC) shares were withheld to cover costs?

A total of 35,726 shares of Lincoln National common stock were withheld in a net share settlement to satisfy the exercise price and tax liability associated with the option exercise.

Were any Lincoln National (LNC) shares sold on the market in this transaction?

No. The filing states that the 35,726 shares were withheld to cover the exercise price and tax liability, and that no shares were sold by the reporting person for these purposes.

What is the reporting person’s Lincoln National (LNC) ownership after the transaction?

After the reported transactions, the reporting person beneficially owned 547,918.95 shares of Lincoln National common stock in direct form.

What type of derivative security did the Lincoln National (LNC) executive exercise?

The executive exercised an Employee Stock Option (Right to Buy) covering 38,891 shares of Lincoln National common stock with an exercise price of $35.5 per share.

When did the Lincoln National (LNC) stock option originally vest?

The option vested in three equal installments on February 24, 2017, February 24, 2018, and February 24, 2019, according to the disclosure.