Lincoln National (LNC) reports 65.6% Class I stake in credit fund

Rhea-AI Filing Summary

Lincoln National Corporation and affiliated entities report updated beneficial ownership in Lincoln Bain Capital Total Credit Fund following additional share purchases in May 2026. Lincoln National Life Insurance Company directly holds 5,234,135.36 Class I shares, 1,044.08 Class A shares, 1,045.95 Class D shares and 1,047.28 Class IS shares, representing 17.20% of Class I and 100% of the other listed share classes. Lincoln Financial Investments Corporation is deemed to beneficially own 19,954,569.64 Class I shares held by series of Lincoln Variable Insurance Products Trust, equal to 65.58% of Class I shares outstanding. Recent acquisitions include automatic dividend reinvestments on May 7, 2026 at prices around $10 per share and a large Class I purchase on May 14, 2026 at $10.21 per share by several LVIP funds.

Insights

Equity ownership & fund governance analyst

Lincoln affiliates now report majority Class I ownership and full control of other share classes.

The filing shows Lincoln National Life Insurance Company directly holding all outstanding Class A, Class D and Class IS shares, plus a significant portion of Class I. Lincoln Financial Investments Corporation is deemed to beneficially own additional Class I shares through LVIP fund series.

Based on 30,422,840.35 Class I shares outstanding, the LVIP funds advised by LFI hold 19,954,569.64 Class I shares, a 65.58% interest. Combined with LNL’s 17.20% Class I stake, Lincoln-affiliated entities represent a dominant investor base in the fund’s primary share class.

Recent activity includes automatic dividend reinvestments and a sizable May 14, 2026 primary Class I purchase at $10.21 per share by several LVIP Managed Risk funds. These transactions increase Lincoln-related exposure but remain within an advisory and insurance-product distribution framework rather than traditional third-party investors.

Key Figures

LNL direct holdings (Class I): 5,234,135.36 shares LNL total beneficial ownership: 5,237,272.66 shares LFI Class I beneficial ownership: 19,954,569.64 shares +5 more

8 metrics

LNL direct holdings (Class I) 5,234,135.36 shares Class I shares directly owned by Lincoln National Life Insurance Company

LNL total beneficial ownership 5,237,272.66 shares Aggregate shares of all reported classes; 17.21% of class

LFI Class I beneficial ownership 19,954,569.64 shares Class I shares held by LVIP Trust series advised by LFI; 65.58% of Class I

Class I shares outstanding 30,422,840.35 shares Outstanding Class I shares used to calculate LFI’s 65.58% interest

May 7, 2026 LVIP Global Growth DRIP 47,611.23 shares; $484,682.33 Class I shares at $10.18 via dividend reinvestment plan

May 14, 2026 LVIP Global Growth purchase 933,112.78 shares; $9,527,081.43 Class I shares from issuer working capital at $10.21 per share

May 14, 2026 LVIP Global Moderate purchase 928,813.35 shares; $9,483,184.25 Class I shares from issuer working capital at $10.21 per share

May 14, 2026 LVIP U.S. Growth purchase 327,421.03 shares; $3,342,968.75 Class I shares from issuer working capital at $10.21 per share

Key Terms

Schedule 13D, beneficial ownership, dividend reinvestment plan, Investment Management Agreement, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 1 amends and supplements certain of the information included in the relating to the Shares filed by the Reporting Persons with the Securities and Exchange Commission on April 20, 2026 (the "Initial 13D"...)"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership financial

"LNL owns 17.20% of the Class I Shares outstanding, 100% of the Class A Shares outstanding, 100% of the Class D Shares outstanding, and 100% of the Class IS Shares outstanding."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dividend reinvestment plan financial

"acquired Class I Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $10.18"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

Investment Management Agreement financial

"Exhibit 2: Investment Management Agreement dated February 28, 2025, between the Issuer and LFI"

An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.

Sub-Advisory Agreement financial

"Exhibit 3: Sub-Advisory Agreement dated March 4, 2025, among the Issuer, LFI and BCSF Advisors, LP"

A sub-advisory agreement is a contract in which the primary investment manager of a fund or portfolio hires a separate, specialist firm to manage some or all of the assets. For investors this matters because it can change who actually makes trading and strategy decisions, how fees are split, and how performance and risk are handled—similar to a homeowner hiring a specialist contractor who may yield different results than the main builder.

Expense Limitation Agreement financial

"Exhibit 4: Amended and Restated Expense Limitation Agreement dated August 15, 2025, between the Issuer and LFI"

An expense limitation agreement is a contract in which one party promises to cap or limit the costs that another will charge or seek reimbursement for, so total outlays stay below a set amount or within defined categories. For investors, it matters because such limits make a company’s future spending more predictable, reduce the chance of unexpected bills that can hurt profits, and clarify how risks and cash responsibilities are shared — like setting a household budget to avoid surprise expenses.

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

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Accepted by SEC EDGAR 05/18/2026 - 11:06 AM Learn about SEC filing dates

FAQ

What ownership stake does Lincoln National (LNC) report in Lincoln Bain Capital Total Credit Fund?

Lincoln National Life Insurance Company reports directly owning 5,234,135.36 Class I shares plus all outstanding Class A, Class D and Class IS shares. Lincoln Financial Investments Corporation is deemed to beneficially own 19,954,569.64 Class I shares through LVIP funds, representing 65.58% of that class.

How many Class I shares of the fund are outstanding according to Lincoln National’s filing?

The filing states there are 30,422,840.35 Class I shares outstanding as of the filing date. This figure is used to calculate Lincoln Financial Investments Corporation’s 65.58% beneficial ownership through LVIP series that hold 19,954,569.64 Class I shares in aggregate.

What portion of Lincoln Bain Capital Total Credit Fund’s non-Class I shares does LNC own?

Lincoln National Life Insurance Company reports owning 1,044.08 Class A, 1,045.95 Class D and 1,047.28 Class IS shares. The filing notes these positions represent 100% of the outstanding Class A, Class D and Class IS shares of beneficial interest in the fund as of the filing date.

What recent share purchases in the fund did Lincoln-related entities disclose?

The filing details automatic dividend reinvestment purchases on May 7, 2026 at prices near $10 per share across multiple LVIP Managed Risk funds and Lincoln National Life accounts. It also discloses large Class I purchases on May 14, 2026 at $10.21 per share by four LVIP Global and U.S. Allocation Managed Risk funds.

How much did LVIP funds advised by LFI invest on May 14, 2026 in Class I shares?

On May 14, 2026, LVIP Global Growth Allocation Managed Risk Fund, Global Moderate Allocation, U.S. Growth Allocation and Global Conservative Allocation Managed Risk Funds bought Class I shares at $10.21, with aggregate purchase prices of $9,527,081.43, $9,483,184.25, $3,342,968.75 and $2,646,765.57 respectively from the issuer’s working capital.

Were the May 7, 2026 Lincoln National (LNC) acquisitions discretionary investments?

The May 7, 2026 acquisitions by LVIP funds and Lincoln National Life Insurance Company occurred automatically under the issuer’s dividend reinvestment plan. The filing specifies they were made “automatically, and without investment discretion,” at per-share prices around $9.79 to $10.18 depending on share class.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Lincoln Bain Capital Total Credit Fund

(Name of Issuer)

Class I, Class A, Class D and Class IS shares of beneficial interest, no par value per share

(Title of Class of Securities)

53287N300 (CUSIP Number) 53287N102 (CUSIP Number) 53287N201 (CUSIP Number) 53287N409 (CUSIP Number)

Samuel K. Goldstein, Esq.
150 N. Radnor Chester Road,
Radnor, PA, 19087-5221
(484) 583-8711

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

05/14/2026

(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): 53287N300, 53287N102, 53287N201, 53287N409

1

Name of reporting person

Lincoln National Corporation

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)

WC

5

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

6

Citizenship or place of organization

INDIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,237,272.66
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,237,272.66

11

Aggregate amount beneficially owned by each reporting person

5,237,272.66

12

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

13

Percent of class represented by amount in Row (11)

17.21 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Items 8, 10, 11, and 13: The Lincoln National Life Insurance Company, an Indiana corporation ("LNL"), directly owns the following shares of beneficial interests in the Issuer: 5,234,135.36 Class I shares of beneficial interests ("Class I Shares"), 1,044.08 Class A shares of beneficial interests ("Class A Shares"), 1,045.95 Class D shares of beneficial interests ("Class D Shares"), and 1,047.28 Class IS shares of beneficial interests ("Class IS Shares" and, together with the Class I Shares, Class A Shares and Class D Shares, the "Shares"). Based on information provided by the Issuer as of the date of this Schedule 13D filing, LNL owns 17.20% of the Class I Shares outstanding, 100% of the Class A Shares outstanding, 100% of the Class D Shares outstanding, and 100% of the Class IS Shares outstanding. LNL is a wholly owned subsidiary of its parent holding company, Lincoln National Corporation, an Indiana corporation ("LNC"), which may be deemed to be an indirect beneficial owner of the reported securities.

SCHEDULE 13D

CUSIP Number(s): 53287N300, 53287N102, 53287N201, 53287N409

1

Name of reporting person

The Lincoln National Life Insurance Company

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)

WC

5

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

6

Citizenship or place of organization

INDIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,237,272.66
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,237,272.66

11

Aggregate amount beneficially owned by each reporting person

5,237,272.66

12

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

13

Percent of class represented by amount in Row (11)

17.21 %

14

Type of Reporting Person (See Instructions)

IC

Comment for Type of Reporting Person:

Items 8, 10, 11, and 13: LNL directly owns the following shares of beneficial interests in the Issuer: 5,234,135.36 Class I Shares, 1,044.08 Class A Shares, 1,045.95 Class D Shares and 1,047.28 Class IS Shares. Based on information provided by the Issuer as of the date of this Schedule 13D filing, LNL owns 17.20% of the Class I Shares outstanding, 100% of the Class A Shares outstanding, 100% of the Class D Shares outstanding, and 100% of the Class IS Shares outstanding. LNL is a wholly owned subsidiary of its parent holding company, LNC, which may be deemed to be an indirect beneficial owner of the reported securities.

SCHEDULE 13D

CUSIP Number(s): 53287N300, 53287N102, 53287N201, 53287N409

1

Name of reporting person

Lincoln Financial Investments Corporation

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

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,954,569.64
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,954,569.64

11

Aggregate amount beneficially owned by each reporting person

19,954,569.64

12

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

13

Percent of class represented by amount in Row (11)

65.58 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

Items 8, 10, and 11: These Class I Shares are owned directly by certain series of the Lincoln Variable Insurance Products Trust (the "Trust"), an investment company registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended. Lincoln Financial Investments Corporation ("LFI" and together with LNL and LNC, the "Reporting Persons"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as the investment adviser to each such series of the Trust, and may be deemed to have beneficial ownership of the Class I Shares reported herein as being directly by each such series of the Trust. Item 13: Percent of class calculated based on 30,422,840.35 Class I Shares outstanding as of the date of this Schedule 13D filing.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class I, Class A, Class D and Class IS shares of beneficial interest, no par value per share
(b)	Name of Issuer: Lincoln Bain Capital Total Credit Fund
(c)	Address of Issuer's Principal Executive Offices: 1301 South Harrison Street, Fort Wayne, INDIANA , 46802.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 1 (this "Amendment") amends and supplements certain of the information included in the Schedule 13D relating to the Shares filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on April 20, 2026 (the "Initial 13D" and as amended by this Amendment, this "Schedule 13D"). Capitalized terms not otherwise defined herein have the meanings given to them in the Initial 13D. Except as otherwise provided herein, the information set forth in the Initial 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Initial 13D is hereby amended and supplemented as follows: On May 07, 2026, the following series of the Trust, for which LFI acts as investment adviser, acquired Class I Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $10.18 in the amounts and for the aggregate purchase price as set forth below: Shares acquired Aggregate purchase price 1: LVIP Global Growth Allocation Managed Risk Fund: 47,611.23 $484,682.33 2: LVIP Global Moderate Allocation Managed Risk Fund: 39,684.41 $403,987.33 3: LVIP U.S. Growth Allocation Managed Risk Fund: 16,786.78 $170,889.39 4: LVIP Global Conservative Allocation Managed Risk Fund: 7,258.56 $73,892.12 5: LVIP Global Aggressive Growth Allocation Managed Risk Fund: 2,600.24 $26,470.44 6: LVIP U.S. Aggressive Growth Allocation Managed Risk Fund: 1,874.27 $19,080.04 On May 07, 2026, LNL acquired Class A Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $9.79 and for the aggregate purchase price of $62.93. On May 07, 2026, LNL acquired Class D Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $9.80 and for the aggregate purchase price of $66.09. On May 07, 2026, LNL acquired Class I Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $10.18 and for the aggregate purchase price of $352,511.01. On May 07, 2026, LNL acquired Class IS Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $9.80 and for the aggregate purchase price of $68.34. On May 14, 2026, the following series of the Trust, for which LFI acts as investment adviser, acquired Class I Shares from the working capital of the Issuer at the purchase price per share of $10.21 in the amounts and at the aggregate purchase price as set forth below: Shares acquired Aggregate purchase price 1: LVIP Global Growth Allocation Managed Risk Fund: 933,112.78 $9,527,081.43 2: LVIP Global Moderate Allocation Managed Risk Fund: 928,813.35 $9,483,184.25 3: LVIP U.S. Growth Allocation Managed Risk Fund: 327,421.03 $3,342,968.75 4: LVIP Global Conservative Allocation Managed Risk Fund: 259,232.67 $2,646,765.57
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) of the Initial 13D is hereby amended and restated as follows: The information set forth in Item 3 is incorporated herein by reference. Except as described in this Schedule 13D, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Schedule A, has effected any transaction in the Shares during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information included in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference herein, as applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement dated April 15, 2026 among the Reporting Persons to the Initial 13D filed on April 20, 2026 is incorporated herein by reference. Exhibit 2: Investment Management Agreement dated February 28, 2025, between the Issuer and LFI (Exhibit 25(g)(1) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 11, 2025 and incorporated herein by reference). Exhibit 3: Sub-Advisory Agreement dated March 4, 2025, among the Issuer, LFI and BCSF Advisors, LP (Exhibit 25(g)(2) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 11, 2025 and incorporated herein by reference). Exhibit 4: Amended and Restated Expense Limitation Agreement dated August 15, 2025, between the Issuer and LFI (Exhibit 25(k)(4) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on September 2, 2025 and incorporated herein by reference). Exhibit 5: Management Fee Waiver Agreement dated January 9, 2026, between the Issuer and LFI (Exhibit 25(k)(5) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on January 29, 2026 and incorporated herein by reference). Exhibit 6: Amended and Restated Administration Agreement dated August 1, 2025, between the Issuer and LNL (Exhibit 25(k)(1) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 11, 2025 and incorporated herein by reference).

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.

Lincoln National Corporation

Signature:	/s/Gordon Huellmantel
Name/Title:	Gordon Huellmantel
Date:	05/18/2026

The Lincoln National Life Insurance Company

Signature:	/s/Gordon Huellmantel
Name/Title:	Gordon Huellmantel
Date:	05/18/2026

Lincoln Financial Investments Corporation

Signature:	/s/Gordon Huellmantel
Name/Title:	Gordon Huellmantel
Date:	05/18/2026