Lincoln National (LNC) offers to repurchase up to $500M of preferred depositary shares

Rhea-AI Filing Summary

Lincoln National Corporation has launched two concurrent issuer tender offers to purchase for cash up to $500,000,000 aggregate Liquidation Preference of its outstanding depositary shares representing fractional interests in its preferred stock. The offers cover Series C and Series D depositary shares, each with $500,000,000 aggregate Liquidation Preference outstanding. The offers expire at 5:00 p.m., New York City time, on September 8, 2026, unless extended or earlier terminated. The company states there are no financing conditions and no borrowed funds for these offers.

Filing Explained

The August 10 offers remain pending: Lincoln proposes paying cash for up to $500 million liquidation preference of Series C and D depositary shares.

Lincoln National has begun two issuer tender offers, but this filing does not report final purchase results. If completed, the company would pay cash to acquire up to $500 million of its own Series C and Series D preferred depositary shares; the filing therefore describes a proposed purchase, not a completed one.

Each Series C depositary share represents a 1/25th interest in a preferred share, while each Series D depositary share represents a 1/1,000th interest. The filing lists $500 million of aggregate liquidation preference outstanding for each series, with 500,000 Series C depositary shares and 20 million Series D depositary shares outstanding.

The offers are scheduled to expire at September 8, 2026, unless extended or ended earlier; an amendment reporting results or changing that deadline would establish the next disclosed lifecycle state.

Key Figures

Tender offer cap: $500,000,000 aggregate Liquidation Preference Series C outstanding: $500,000,000 aggregate Liquidation Preference Series C depositary shares count: 500,000 +3 more

6 metrics

Tender offer cap $500,000,000 aggregate Liquidation Preference Maximum aggregate Liquidation Preference to be purchased across all depositary shares

Series C outstanding $500,000,000 aggregate Liquidation Preference Aggregate Liquidation Preference of Series C depositary shares outstanding as of the filing date

Series C depositary shares count 500,000 Number of Series C depositary shares outstanding as of the filing date

Series D outstanding $500,000,000 aggregate Liquidation Preference Aggregate Liquidation Preference of Series D depositary shares outstanding as of the filing date

Series D depositary shares count 20,000,000 Number of Series D depositary shares outstanding as of the filing date

Offer expiration 5:00 p.m., New York City time, on September 8, 2026 Scheduled expiration time and date of the issuer tender offers

Key Terms

Schedule TO, depositary shares, Liquidation Preference, Non-Cumulative Preferred Stock, +1 more

5 terms

Schedule TO regulatory

"This Tender Offer Statement on Schedule TO is being filed by Lincoln National Corporation"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

depositary shares financial

"to purchase for cash up to $500,000,000 in aggregate Liquidation Preference of its outstanding depositary shares"

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.

Liquidation Preference financial

"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

"9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C"

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.

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

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Available on EDGAR 08/10/2026 - 09:14 AM Accepted by SEC EDGAR 08/10/2026 - 09:11 AM Learn about SEC filing dates

FAQ

What is Lincoln National (LNC) offering to repurchase in this issuer tender offer?

Lincoln National is offering to purchase for cash up to $500,000,000 aggregate Liquidation Preference of its outstanding depositary shares for preferred stock, including both Series C and Series D depositary shares, subject to the priority terms described in the Offer to Purchase.

Which Lincoln National (LNC) preferred depositary shares are included and how much is outstanding?

The offer includes Series C and Series D depositary shares. Each series has $500,000,000 aggregate Liquidation Preference outstanding, with 500,000 Series C depositary shares and 20,000,000 Series D depositary shares outstanding as of the filing date.

What is the maximum size of Lincoln National’s (LNC) tender offer?

Lincoln National’s concurrent offers are capped at an aggregate $500,000,000 Liquidation Preference across the covered depositary shares. This limit applies to all tenders combined, as described in the Offer to Purchase and related Offer Documents incorporated by reference.

When do Lincoln National’s (LNC) tender offers expire?

The issuer tender offers are scheduled to expire at 5:00 p.m., New York City time, on September 8, 2026, unless they are extended or earlier terminated by Lincoln National, consistent with the extension and termination provisions in the Offer to Purchase.

How will Lincoln National (LNC) fund the tender offer for its preferred depositary shares?

Funding details are described in Section 8, “Source and Amount of Funds”, of the Offer to Purchase. The Schedule TO states there are no borrowed funds and that tender offer conditions do not include any financing condition.

Are there conditions attached to Lincoln National’s (LNC) issuer tender offer?

The Schedule TO specifies under Item 7(b) that there are no conditions related to the source of funds for the offers and under Item 7(d) that there are no borrowed funds, while other offer terms and conditions are set out in the Offer to Purchase.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

LINCOLN NATIONAL CORPORATION

(Name of Subject Company (Issuer))

LINCOLN NATIONAL CORPORATION, as Issuer

(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

(Title of Class of Securities)		(CUSIP Number of Class of Securities)
Depositary Shares, each representing a 1/25th interest in a share of 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C			534187BR9
Depositary Shares, each representing a 1/1,000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D			534187885

Nancy A. Smith

Senior Vice President and Secretary

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA 19087

(484) 583-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Nicholas G. Demmo

Kathryn Gettles-Atwa

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by Lincoln National Corporation, an Indiana corporation (the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with two concurrent but separate offers (the “Offers”) by the Company to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”), up to $500,000,000 in aggregate Liquidation Preference of its outstanding depositary shares, representing fractional interests in certain series of its preferred stock (collectively, the “Depositary Shares” and, each series of Depositary Shares, a “series” of Depositary Shares), as listed in Item 2 below, subject to the priority terms described in the Offer to Purchase. Capitalized terms used but not defined in this Schedule TO shall have the meanings ascribed to them in the Offer to Purchase.

Copies of the Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offers will expire at 5:00 p.m., New York City time, on September 8, 2026, unless extended or earlier terminated by the Company (the “Expiration Date”).

This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Exchange Act. All information set forth in the Offer to Purchase and the Letter of Transmittal is hereby expressly incorporated by reference in response to Items 1 through 13 of this Schedule TO, as more particularly set forth below.

Item 1. Summary Term Sheet.

The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The name of the subject company is Lincoln National Corporation. The address of Lincoln National Corporation’s principal executive offices is: 150 N. Radnor-Chester Road, Radnor, Pennsylvania 19087, and its telephone number at its principal executive offices is: (484) 583-1400.

(b) Securities. The subject classes of securities, the aggregate Liquidation Preference of the outstanding Depositary Shares of each such class and the number of Depositary Shares of each such class outstanding as of the date hereof are as follows:

Depositary Shares Representing Fractional Interests in Series of Lincoln National Corporation Preferred Stock		Aggregate Liquidation Preference Outstanding				Number of Depositary Shares Outstanding
Depositary Shares, each representing a 1/25th interest in a share of 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C (the “Series C Depositary Shares”)		$	500,000,000				500,000
Depositary Shares, each representing a 1/1,000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D (the “Series D Depositary Shares”)		$	500,000,000				20,000,000

(c) Trading Market and Price. The information set forth in Section 7, “Historical Price Range of the Series D Depositary Shares; Dividends,” of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Lincoln National Corporation is the filing person and subject company. The information set forth under Item 2(a) above and in Section 9, “Certain Information Concerning Lincoln National Corporation,” of the Offer to Purchase is incorporated herein by reference.

As required by General Instruction C to Schedule TO, the following persons are the directors of Lincoln National Corporation:

Name		Position
Deirdre P. Connelly			Director
Ellen G. Cooper			Director
William H. Cunningham			Director
Reginald E. Davis			Director
Eric G. Johnson			Director
Gary C. Kelly			Director
M. Leanne Lachman			Director
Dale LeFebvre			Director
James Morris			Director
Owen Ryan			Director

As required by General Instruction C to Schedule TO, the following persons are the executive officers of Lincoln National Corporation:

Name		Title
Nilanjan Adhya		Executive Vice President, Chief AI, Data and Analytics Officer
Craig T. Beazer		Executive Vice President, General Counsel and Chief Governance Officer
Curtis Chesney		Executive Vice President, President of Annuities
Adam M. Cohen		Senior Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Treasurer
Ellen G. Cooper		Chairman, President and Chief Executive Officer
John C. Kennedy		Executive Vice President, Chief Distribution and Brand Officer
John G. Morriss		Executive Vice President and Chief Investment Officer
James Reid		Executive Vice President, President, Workplace Solutions
Paul Spurr		Executive Vice President, Chief Risk Officer and Chief Actuary
Darrel Tedrow		Executive Vice President, President of Life Insurance and Retail Shared Services
Sean N. Woodroffe		Executive Vice President, Chief People, Communications and Enterprise Services Officer

The business address and telephone number of each of the above directors and executive officers of Lincoln National Corporation is c/o Lincoln National Corporation, 150 N. Radnor-Chester Road, Radnor, Pennsylvania 19087, telephone number (484) 583-1400.

No single person or group of persons controls Lincoln National Corporation.

Item 4. Terms of the Transaction.

(a) Material Terms. 

(a)(1)(i) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 1, “Terms of the Offers; Number of Depositary Shares; Expiration Date,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(ii) The information set forth on the cover page of the Offer to Purchase, in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 1, “Terms of the Offers; Number of Depositary Shares; Expiration Date,” Section 5, “Purchase of Depositary Shares and Payment of Purchase Price; Return of Unpurchased Depositary Shares,” and Section 8, “Source and Amount of Funds,” of the Offer to Purchase is incorporated herein by reference.

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(a)(1)(iii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 1, “Terms of the Offers; Number of Depositary Shares; Expiration Date,” and Section 15, “Extensions of the Offers; Termination; Amendment,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(iv) Not applicable.

(a)(1)(v) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 1, “Terms of the Offers; Number of Depositary Shares; Expiration Date,” and Section 15, “Extensions of the Offers; Termination; Amendment,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(vi) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 4, “Withdrawal Rights,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(vii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 3, “Procedures for Tendering the Depositary Shares,” and Section 4, “Withdrawal Rights,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(viii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 3, “Procedures for Tendering the Depositary Shares,” and Section 5, “Purchase of Depositary Shares and Payment of Purchase Price; Return of Unpurchased Depositary Shares,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(ix) The information set forth on the cover page of the Offer to Purchase, in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 1, “Terms of the Offers; Number of Depositary Shares; Expiration Date,” and Section 5, “Purchase of Depositary Shares and Payment of Purchase Price; Return of Unpurchased Depositary Shares,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(x) Not applicable.

(a)(1)(xi) The information set forth in Section 14, “Accounting Treatment,” of the Offer to Purchase is incorporated herein by reference.

(a)(1)(xii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 3, “Procedures for Tendering the Depositary Shares,” and Section 13, “Certain Material U.S. Federal Income Tax Considerations,” of the Offer to Purchase is incorporated herein by reference.

(a)(2)(i)-(vii) Not applicable.

(b) Purchases. The information set forth in Section 10, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Depositary Shares,” of the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in Section 9, “Certain Information Concerning Lincoln National Corporation,” and Section 10 “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Depositary Shares,” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 2, “Purpose of the Offers,” of the Offer to Purchase is incorporated herein by reference.

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(b) Use of Securities Acquired. The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 2, “Purpose of the Offers,” and Section 11, “Effects of the Offers on the Market for the Depositary Shares,” of the Offer to Purchase is incorporated herein by reference.

(c)(1)-(10) Plans. Except for the information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 2, “Purpose of the Offers,” Section 8, “Source and Amount of Funds” and Section 11, “Effects of the Offers on the Market for the Depositary Shares,” of the Offer to Purchase, which are incorporated herein by reference, as of the date hereof, Lincoln National Corporation does not have any plans, proposals or negotiations that relate to or would result in any of the events listed in Regulation M-A Item 1006(c)(1) through (10).

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 8, “Source and Amount of Funds,” of the Offer to Purchase is incorporated herein by reference.

(b) Conditions. None.

(d) Borrowed Funds. None.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in Section 10, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Depositary Shares,” of the Offer to Purchase is incorporated herein by reference.

(b) Securities Transactions. The information set forth in Section 10, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Depositary Shares,” of the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information set forth in Section 16, “Fees and Expenses,” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Certain Significant Considerations” and in Section 10, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Depositary Shares,” and Section 12, “Legal Matters; Regulatory Approvals,” of the Offer to Purchase is incorporated herein by reference.

(c) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Company will amend this Schedule TO to include documents that the Company may file with the U.S. Securities and Exchange Commission (the “SEC”) after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c) or 14 of the Exchange Act and prior to the expiration of the Offers to the extent required by Rule 13e-4(d)(2) under the Exchange Act. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.

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Item 12(a). Exhibits.

Exhibit Number		Description
(a)(1)(A)		Offer to Purchase, dated August 10, 2026*
(a)(1)(B)		Letter of Transmittal*
(a)(1)(C)		Retail Processing Dealer Form*
(a)(2)		Not applicable
(a)(3)		Not applicable
(a)(4)		Not applicable
(a)(5)		Press Release, dated August 10, 2026*
(b)		Not applicable
(d)(1)		Restated Articles of Incorporation of Lincoln National Corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 14, 2017).
(d)(2)		Articles of Amendment of the Restated Articles of Incorporation of Lincoln National Corporation designating the 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, dated November  18, 2022 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).
(d)(3)		Articles of Amendment of the Restated Articles of Incorporation of Lincoln National Corporation designating the 9.000% Non-Cumulative Preferred Stock, Series D, dated November  18, 2022 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).
(d)(4)		Deposit Agreement with respect to the 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, dated November 22, 2022, by and among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).
(d)(5)		Deposit Agreement with respect to the 9.000% Non-Cumulative Preferred Stock, Series D, dated November 22, 2022, by and among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).
(d)(6)		Form of 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, Stock Certificate (included as Exhibit A to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).
(d)(7)		Form of 9.000% Non-Cumulative Preferred Stock, Series D, Stock Certificate (included as Exhibit A to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).
(d)(8)		Form of Depositary Receipt with respect to the 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C (included as Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).
(d)(9)		Form of Depositary Receipt with respect to the 9.000% Non-Cumulative Preferred Stock, Series D (included as Exhibit A to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2022).

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Exhibit Number		Description
(g)		Not applicable
(h)		Not applicable
107		Filing Fee Table.*

* Filed herewith.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 10, 2026				LINCOLN NATIONAL CORPORATION
				By:		/s/ Adam M. Cohen
						Name:  Adam M. Cohen
						Title:   Senior Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Treasurer

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