Lincoln National ends $500M preferred tender
Lincoln National Corporation (LNC) filed an amendment to its issuer tender offer statement reporting the final results of its previously announced cash tender offers for its preferred stock depositary shares.
Rhea-AI Filing Summary
Lincoln National Corporation (LNC) filed an amendment to its issuer tender offer statement reporting the final results of its previously announced cash tender offers for its preferred stock depositary shares. The offers covered up to $500,000,000 in aggregate Liquidation Preference of outstanding depositary shares for its Series C and Series D preferred stock.
The offers, made pursuant to an Offer to Purchase and Letter of Transmittal dated August 10, 2026, expired at 5:00 p.m., New York City time, on September 8, 2026. Lincoln National stated that a press release dated September 9, 2026, which is incorporated by reference, announces the expiration and results of the offers.
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Key Figures
Maximum aggregate Liquidation Preference: $500,000,000
Series C dividend rate: 9.250%
Series D dividend rate: 9.000%
+5 more
8 metrics
Maximum aggregate Liquidation Preference
$500,000,000
Up to this amount of preferred stock depositary shares subject to the tender offers
Series C dividend rate
9.250%
Fixed Rate Reset Non-Cumulative Preferred Stock, Series C underlying each Series C depositary share
Series D dividend rate
9.000%
Non-Cumulative Preferred Stock, Series D underlying each Series D depositary share
Series C depositary share interest
1/25th interest per depositary share
Each depositary share represents this fractional interest in a share of Series C preferred stock
Series D depositary share interest
1/1,000th interest per depositary share
Each depositary share represents this fractional interest in a share of Series D preferred stock
Tender offer expiration time
5:00 p.m. New York City time
Expiration time for each offer on September 8, 2026
Tender offer expiration date
September 8, 2026
Date on which each tender offer expired
Press release date
September 9, 2026
Date Lincoln National announced expiration and results of the offers
Key Terms
Tender Offer Statement, Offer to Purchase, Letter of Transmittal, Liquidation Preference, +2 more
6 terms
Tender Offer Statement regulatory
"amends and supplements the Tender Offer Statement on Schedule TO filed"
A tender offer statement is the formal document that explains the details of a public proposal to buy shareholders’ stock at a specific price and under set conditions. It lists who is making the offer, the price and timing, how the purchase will be funded, and any conditions or risks, so shareholders can decide whether to sell. Think of it as a clear flyer for a buyout that tells investors what’s being offered and why it matters to their holdings.
Offer to Purchase regulatory
"Offers by the Company were made upon the terms and subject to the conditions set forth in the Offer to Purchase"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Letter of Transmittal regulatory
"and the related Letter of Transmittal, which were previously filed as Exhibits"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
Liquidation Preference financial
"to purchase for cash up to $500,000,000 in aggregate Liquidation Preference of its outstanding depositary shares"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
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.
Fixed Rate Reset financial
"9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C"
A fixed rate reset is a feature in some bonds or preferred shares where the interest or dividend rate is periodically recalculated and then fixed for the next term according to a pre-set reference (for example, a market rate) plus a set extra amount. It matters to investors because it changes the security’s future income and interest-rate sensitivity—like a thermostat that is reprogrammed at intervals so your heating cost adjusts in steps to current conditions rather than staying completely fixed or constantly changing.
FAQ
What tender offers did Lincoln National (LNC) amend in this Schedule TO-I/A?
The amendment relates to two concurrent but separate cash tender offers by Lincoln National Corporation to purchase up to $500,000,000 in aggregate Liquidation Preference of its outstanding preferred stock depositary shares for Series C and Series D preferred stock.
What types of securities are covered by Lincoln National’s tender offers?
The offers cover depositary shares representing fractional interests in Lincoln National’s preferred stock: each Series C depositary share represents a 1/25th interest in a share of 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, and each Series D depositary share represents a 1/1,000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D.
What is the maximum aggregate amount Lincoln National (LNC) sought to purchase in the tender offers?
Lincoln National’s offers were to purchase for cash up to $500,000,000 in aggregate Liquidation Preference of its outstanding preferred stock depositary shares, subject to priority terms described in the Offer to Purchase.
When did Lincoln National’s tender offers expire?
Lincoln National stated that each of the tender offers expired at 5:00 p.m., New York City time, on Tuesday, September 8, 2026, as announced in a press release referenced in the amendment.
Where can investors find the final results of Lincoln National’s tender offers?
Lincoln National reported that a press release dated September 9, 2026 announces the expiration and results of the offers. A copy is filed as Exhibit (a)(5)(ii) and incorporated by reference in the amendment.
Which documents govern the terms of Lincoln National’s tender offers?
The tender offers are made on the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 2026 and the related Letter of Transmittal, both previously filed as exhibits and referenced in the amendment.
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