[Form 4] LINCOLN NATIONAL CORP Insider Trading Activity

Rhea-AI Filing Summary

Director Gary C. Kelly reported a transaction for Lincoln National Corp (LNC) dated 09/30/2025 that added 1,115.79 Phantom Stock Units under the company's Deferred Compensation Plan for Non-Employee Directors. Each Phantom Stock Unit equals one share of common stock and the reported units correspond to 1,115.79 underlying common shares with an indicated per-share value of $40.33. Following the transaction, the reporting person beneficially owned 71,447.41 shares, which includes 848.06 shares acquired via dividend reinvestment since the prior report. The phantom units represent quarterly board retainer and fees and are payable in shares at resignation or retirement; the reporting person may transfer the account to an alternative investment option at any time.

Positive

• 1,115.79 Phantom Stock Units credited as director compensation, increasing equity alignment with shareholders
• Total beneficial ownership of 71,447.41 shares, signaling continued insider exposure to company performance
• 848.06 shares acquired via dividend reinvestment, showing reinvestment of payouts into company stock

Negative

• None.

Insights

Corporate Governance Analyst

Director compensation converted to equity; substantial holding retained.

The filing shows 1,115.79 Phantom Stock Units were credited on 09/30/2025 as part of the Deferred Compensation Plan for Non-Employee Directors, reflecting routine quarterly director compensation paid in phantom shares rather than cash.

The report also discloses a total beneficial ownership of 71,447.41 shares, including 848.06 shares from dividend reinvestment, indicating meaningful ongoing share exposure by the director through compensation and dividends.

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).

1. Name and Address of Reporting Person^*

KELLY GARY C

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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)	09/30/2025		A		1,115.79		(2)	(2)	Common Stock	1,115.79	$40.33	71,447.41(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 848.06 shares acquired through dividend reinvestment since the reporting person's last report.

Remarks:

	/s/ Claire H. Hanna, Attorney-in-Fact	10/02/2025
	** 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 transaction did Gary C. Kelly report for LNC on 09/30/2025?

The report shows 1,115.79 Phantom Stock Units were credited under the Deferred Compensation Plan for Non-Employee Directors on 09/30/2025.

How many shares does the filing say Gary C. Kelly beneficially owns after the transaction?

The filing reports beneficial ownership of 71,447.41 shares following the reported transaction.

What is the per-share value noted in the Form 4?

The Form 4 lists a value of $40.33 per share corresponding to the reported phantom units.

Does the filing explain how the Phantom Stock Units are paid?

Yes. The Phantom Stock Units are accrued quarterly under the Deferred Compensation Plan and are payable solely in common stock at resignation or retirement; they may be transferred into an alternative investment account at any time.

How many shares were acquired through dividend reinvestment since the last report?

The filing states 848.06 shares were acquired through dividend reinvestment since the reporting person's last report.