Bain Capital Prairie (LNC) discloses 9.8% ownership and plan to stay below 10%

Rhea-AI Filing Summary

Bain Capital Prairie, LLC reports beneficial ownership of 18,759,497 shares of Lincoln National Corporation common stock, representing 9.8% of the class. These shares are held with shared voting and dispositive power and no sole power. The percentage is based on 191,447,336 Lincoln National shares outstanding as of July 24, 2026.

On August 10, 2026, Bain Capital Prairie elected, under Section 6.2 of a Stock Purchase Agreement, to sell Lincoln National shares back to the company as the company repurchases its own stock in the open market or through privately negotiated transactions. These sales are to be made as needed to prevent Bain Capital Prairie from beneficially owning 10% or more of Lincoln National’s voting securities, and are subject to a floor price equal to its initial acquisition price for the shares.

Key Figures

Shares beneficially owned: 18,759,497 shares Percent of class: 9.8% Shares outstanding: 191,447,336 shares +2 more

5 metrics

Shares beneficially owned 18,759,497 shares Common stock of Lincoln National Corporation beneficially owned by Bain Capital Prairie

Percent of class 9.8% Portion of Lincoln National common stock class held by Bain Capital Prairie

Shares outstanding 191,447,336 shares Lincoln National common stock outstanding as of July 24, 2026

Ownership cap trigger 10% Threshold Bain Capital Prairie seeks to remain below in voting securities

Event date 08/10/2026 Date Bain Capital Prairie elected to sell shares under Stock Purchase Agreement

Key Terms

beneficially owned, shared voting power, shared dispositive power, Stock Purchase Agreement, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 18,759,497.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 18,759,497.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 18,759,497.00"

Stock Purchase Agreement regulatory

"In accordance with Section 6.2 of the Stock Purchase Agreement, on August 10, 2026"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

privately negotiated transactions financial

"as the Company repurchases shares in the open market or in privately negotiated transactions"

Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.

FAQ

What percentage of Lincoln National (LNC) does Bain Capital Prairie currently beneficially own?

Bain Capital Prairie beneficially owns 18,759,497 shares of Lincoln National common stock, representing 9.8% of the outstanding class, based on 191,447,336 shares outstanding as of July 24, 2026.

How many Lincoln National (LNC) shares does Bain Capital Prairie control voting and dispositive power over?

Bain Capital Prairie has shared voting power and shared dispositive power over 18,759,497 Lincoln National shares, with no sole voting or dispositive power reported for any shares.

What agreement governs Bain Capital Prairie’s future sales of Lincoln National (LNC) shares?

Future sales are governed by Section 6.2 of a Stock Purchase Agreement, under which Bain Capital Prairie elected to sell shares to Lincoln National as the company repurchases stock to manage Bain’s ownership below 10%.

What is the purpose of Bain Capital Prairie’s election regarding Lincoln National (LNC) stock?

Bain Capital Prairie elected to sell shares to Lincoln National, as the company repurchases stock, to prevent its beneficial ownership from reaching 10% or more of Lincoln National’s voting securities.

Is there a minimum price for Bain Capital Prairie’s sales of Lincoln National (LNC) shares to the company?

Yes. Any such sales are subject to a floor price equal to Bain Capital Prairie’s initial acquisition price of the Lincoln National common stock, as specified in the Stock Purchase Agreement.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/12/2026 - 07:01 PM Accepted by SEC EDGAR 08/12/2026 - 07:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Lincoln National Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

534187109

(CUSIP Number)

Bain Capital Prairie, LLC
200 Clarendon Street,
Boston, MA, 02116
617-516-2000

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

08/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 534187109

1

Name of reporting person

Bain Capital Prairie, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,759,497.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,759,497.00

11

Aggregate amount beneficially owned by each reporting person

18,759,497.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The number of shares outstanding for purposes of the percentage calculation in Item 11 assumes 191,447,336 outstanding shares of the Issuer's Common Stock as of July 24, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the Securities and Exchange Commission on July 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Lincoln National Corporation
(c)	Address of Issuer's Principal Executive Offices: 150 N. Radnor-Chester Road, Suite A305, Radnor, PENNSYLVANIA , 19087.
Item 4.	Purpose of Transaction
	Item 4 is amended and supplemented by adding: In accordance with Section 6.2 of the Stock Purchase Agreement, on August 10, 2026, the Reporting Person informed the Company of its election to sell shares of Common Stock to the Company, as the Company repurchases shares in the open market or in privately negotiated transactions from time to time, to the extent necessary to prevent the Reporting Person from beneficially owning 10% or more of the voting securities of the Company, subject to a floor price equal to the Reporting Person's initial acquisition price of the Common Stock.

SIGNATURE

After reasonable 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.

Bain Capital Prairie, LLC

Signature:	By: Bain Capital Prairie Holdings, LP, its sole member By: Bain Capital Prairie Holdings (GP), LLC, its general partner, Kase Jubboori
Name/Title:	Authorized Signatory
Date:	08/12/2026