Lincoln National (NYSE: LNC) details $42M+ investment in royalty fund

Rhea-AI Filing Summary

Lincoln National Corporation filed a Schedule 13D disclosing beneficial ownership of 9,787,323.12 shares of Lincoln Partners Group Royalty Fund, representing 80.94% of the fund’s shares. Its subsidiary, The Lincoln National Life Insurance Company, directly holds almost all of these interests across Class I, A, D and IS shares.

Lincoln National Life invested progressively, starting with $42,056,924 that converted into 4,481,365.000 Class I shares at $10.00 per share, followed by multiple additional subscriptions, including two separate $25,000,000 purchases of Class I shares. The filing states the shares were acquired for investment purposes and notes an administration agreement under which Lincoln National Life provides and is reimbursed for administrative and shareholder services.

Insights

Equity ownership & fund governance analyst

Lincoln National discloses a controlling economic stake and service role in the royalty fund.

Lincoln National Life Insurance Company now holds 9,787,323.12 shares, or 80.94% of the Lincoln Partners Group Royalty Fund, including 100% of the Class A, Class D and Class IS shares. This establishes a concentrated ownership structure with a single insurance group as the dominant investor.

The filing details staged capital commitments, beginning with $42,056,924 converting into 4,481,365.000 Class I shares at $10.00 per share, then three large follow-on Class I purchases, two at $25,000,000 each. These transactions use working capital from Lincoln National Life, so exposure is meaningful at the insurance subsidiary level.

An amended and restated Administration Agreement dated August 1, 2025 positions Lincoln National Life as provider of administrative and shareholder services in return for reimbursement and fees. Future fund disclosures will indicate how this combination of control, capital exposure and service revenues affects the economics for both the fund and Lincoln National’s insurance operations.

Key Figures

Beneficial ownership: 9,787,323.12 shares Percent of class owned: 80.94% Initial contributions: $42,056,924 +5 more

8 metrics

Beneficial ownership 9,787,323.12 shares Total shares beneficially owned by reporting persons

Percent of class owned 80.94% Portion of the fund’s shares represented by LNC’s holdings

Initial contributions $42,056,924 Aggregate contributed before conversion into Class I shares

Converted Class I shares 4,481,365.000 shares Shares received at $10.00 per share upon trust conversion

Large Class I subscription 1 $25,000,000 Subscription accepted November 30, 2025 for Class I shares

Large Class I subscription 2 $25,000,000 Subscription accepted February 1, 2026 for Class I shares

LNL Class I holdings 9,784,323.12 shares Direct Class I shares owned by Lincoln National Life

Per-share price (Feb 25, 2026) $11.09 per share Price used to fix 2,254,486.428 Class I shares

Key Terms

Schedule 13D, beneficially owned, Delaware statutory trust, Administration Agreement, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 9,787,323.12"

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.

Delaware statutory trust regulatory

"the Issuer converted by operation of law to a Delaware statutory trust (the "Conversion")"

A Delaware statutory trust is a legal structure created under Delaware law that holds assets—often real estate or income-producing property—and issues shares of ownership to investors. It separates the assets and liabilities of the trust from individual investors, like a shared landlord that collects rent and pays expenses, and matters to investors because it can simplify ownership, limit personal liability, and make it easier to receive steady income or trade ownership stakes without managing properties directly.

Administration Agreement financial

"Pursuant to an amended and restated administration agreement (the "Administration Agreement") between the Issuer and LNL"

subscription to purchase financial

"LNL's subscription to purchase $25,000,000 in aggregate amount of Class I Shares"

disclaims beneficial ownership regulatory

"LNC expressly disclaims beneficial ownership of such Shares"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Lincoln Partners Group Royalty 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)

(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)

12/19/2025

(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 No.

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 9,787,323.12
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,787,323.12

11

Aggregate amount beneficially owned by each reporting person

9,787,323.12

12

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

13

Percent of class represented by amount in Row (11)

80.94 %

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: 9,784,323.12 Class I shares of beneficial interests ("Class I Shares"), 1,000 Class A shares of beneficial interests ("Class A Shares"), 1,000 Class D shares of beneficial interests ("Class D Shares"), and 1,000 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 80.94% 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" and together with LNL, the "Reporting Persons"), which may be deemed to be an indirect beneficial owner of the reported securities.

SCHEDULE 13D

CUSIP No.

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 9,787,323.12
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,787,323.12

11

Aggregate amount beneficially owned by each reporting person

9,787,323.12

12

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

13

Percent of class represented by amount in Row (11)

80.94 %

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: 9,784,323.12 Class I Shares, 1,000 Class A Shares, 1,000 Class D Shares and 1,000 Class IS Shares. Based on information provided by the Issuer as of the date of this Schedule 13D filing, LNL owns 80.94% 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

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 Partners Group Royalty Fund
(c)	Address of Issuer's Principal Executive Offices: 1301 South Harrison Street, Fort Wayne, INDIANA , 46802.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by: 1: LNC, a corporation organized under the laws of the state of Indiana. The address of LNC's principal executive office is 150 N. Radnor-Chester Road, Radnor, Pennsylvania 19087. The principal business of LNC is that of a holding company that operates multiple insurance and retirement businesses through subsidiary companies; and 2: LNL, a corporation organized under the laws of the state of Indiana. LNL is a wholly-owned subsidiary of its parent holding company, LNC. The address of LNL's principal executive office is 1301 South Harrison Street, Fort Wayne, Indiana 46802. The principal business of LNL consists of underwriting annuities, life insurance and deposit-type contracts through multiple distribution channels. LNL is licensed and sells its products throughout the U.S. and several U.S. territories. The name, business address, present principal occupation or employment and citizenship of each executive officer and/or director of the Reporting Persons is set forth on Schedule A and is incorporated by reference herein.
(b)	The information included in Item 2(a) is incorporated by reference herein.
(c)	The information included in Item 2(a) is incorporated by reference herein.
(d)	During the last five years prior to the date of this Schedule 13D, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, the persons listed on Schedule A, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years prior to the date of this Schedule 13D, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, the persons listed on Schedule A, have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The information included in Item 2(a) is incorporated by reference herein.
Item 3.	Source and Amount of Funds or Other Consideration
	On December 15, 2024, January 2, 2025, January 10, 2025, January 24, 2025, February 14, 2025 and March 13, 2025, the Reporting Persons contributed an aggregate of $42,056,924 to the Issuer using funds that came directly or indirectly from the working capital of LNL. On June 2, 2025, the Issuer converted by operation of law to a Delaware statutory trust (the "Conversion") and in connection therewith, the $42,056,924 amount of contributions to date converted to 4,481,365.000 amount of Class I Shares valued at $10.00 per share. After the Conversion, the Reporting Persons have invested in the Issuer as follows: On September 1, 2025, LNL's subscription to purchase $10,000 in aggregate amount of Class A Shares using funds that came directly or indirectly from the working capital of LNL was accepted. On September 2, 2025, the Issuer determined the purchase price per share ($10.00) and fixed the number of Class A Shares acquired in respect of such subscription (1,000.000). On September 1, 2025, LNL's subscription to purchase $10,000 in aggregate amount of Class D Shares using funds that came directly or indirectly from the working capital of LNL was accepted. On September 2, 2025, the Issuer determined the purchase price per share ($10.00) and fixed the number of Class D Shares acquired in respect of such subscription (1,000.000). On September 1, 2025, LNL's subscription to purchase $10,000 in aggregate amount of Class IS Shares using funds that came directly or indirectly from the working capital of LNL was accepted. On September 2, 2025, the Issuer determined the purchase price per share ($10.00) and fixed the number of Class IS Shares acquired in respect of such subscription (1,000.000). On September 1, 2025, LNL's subscription to purchase $7,913,076 in aggregate amount of Class I Shares using funds that came directly or indirectly from the working capital of LNL was accepted. On September 2, 2025, the Issuer determined the purchase price per share ($10.57) and fixed the number of Class I Shares acquired in respect of such subscription (748,373.417). On November 30, 2025, LNL's subscription to purchase $25,000,000 in aggregate amount of Class I Shares of the Issuer using funds that came directly or indirectly from the working capital of LNL was accepted. On December 19, 2025, the Issuer determined the purchase price per share ($10.87) and fixed the number of Class I Shares acquired in respect of such subscription (2,300,098.444). On February 1, 2026, LNL's subscription to purchase $25,000,000 in aggregate amount of Class I Shares using funds that came directly or indirectly from the working capital of LNL was accepted. On February 25, 2026, the Issuer determined the purchase price per share ($11.09) and fixed the number of Class I Shares acquired in respect of such subscription (2,254,486.428). The foregoing description of the terms of the agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto.
Item 4.	Purpose of Transaction
	LNL acquired the Shares for investment purposes. Except as described in this Schedule 13D or in the Issuer's periodic and current reports filed with the SEC from time to time, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of Trustees of the Issuer with respect to the business and affairs of the Issuer, and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. Administration Agreement. Pursuant to an amended and restated administration agreement (the "Administration Agreement") between the Issuer and LNL, LNL provides or procures administrative, support, shareholder and corporate-level services on behalf of the Issuer. LNL is reimbursed for its costs to provide or procure the administrative and support services and is paid a fee for shareholder services and corporate-level services. The Administration Agreement may be terminated by either party without penalty upon 60 days' written notice to the other party. The Reporting Persons review, and intend to continue to review, on an ongoing and continuing basis, their investment in the Issuer. Depending upon the factors discussed below and subject to applicable law, the Reporting Persons may from time to time acquire additional securities of the Issuer or sell or otherwise dispose of some or all of its securities of the Issuer. Any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future values of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Persons, tax considerations and other factors.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D are incorporated herein by reference. LNC may be deemed to beneficially own the Shares beneficially owned by LNL, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that LNC is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and LNC expressly disclaims beneficial ownership of such Shares. Any beneficial ownership of Shares by any of the persons listed on Schedule A is set forth on Schedule A attached hereto.
(b)	The information set forth in Item 5(a) is incorporated herein by reference.
(c)	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.
(d)	To the best knowledge of the Reporting Persons, other than as disclosed in this Schedule 13D, no person other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information included in Items 3, 4 and 5 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 Exhibit 2: 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 28, 2025 and incorporated herein by reference). Exhibit 3: Subscription Agreement dated November 13, 2024, between Issuer and LNL

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:	04/20/2026

The Lincoln National Life Insurance Company

Signature:	/s/Gordon Huellmantel
Name/Title:	Gordon Huellmantel
Date:	04/20/2026

FAQ

What ownership stake does LNC report in Lincoln Partners Group Royalty Fund?

Lincoln National Corporation reports beneficial ownership of 9,787,323.12 shares, representing 80.94% of the fund’s shares. Its subsidiary, The Lincoln National Life Insurance Company, directly holds these interests across Class I, Class A, Class D and Class IS shares, giving the group a controlling economic position.

How much capital has Lincoln National Life invested in the royalty fund?

The filing shows Lincoln National Life initially contributed $42,056,924, which converted into 4,481,365.000 Class I shares at $10.00 per share. It then made additional subscriptions, including $7,913,076 and two separate $25,000,000 Class I investments, all funded from its working capital.

What classes of shares does LNC’s subsidiary hold in the royalty fund?

Lincoln National Life directly owns 9,784,323.12 Class I shares, 1,000 Class A shares, 1,000 Class D shares and 1,000 Class IS shares. The filing states this equals 80.94% of Class I outstanding and 100% of Class A, Class D and Class IS shares outstanding.

Why did Lincoln National Life acquire these shares in Lincoln Partners Group Royalty Fund?

The Schedule 13D states Lincoln National Life acquired the shares for investment purposes. It notes the reporting persons may review their position over time and could acquire additional securities or dispose of some holdings, depending on factors like fund performance, market conditions and other opportunities.

What is the Administration Agreement between LNL and the royalty fund?

An amended and restated Administration Agreement dated August 1, 2025 provides that Lincoln National Life supplies or procures administrative, support, shareholder and corporate-level services for the fund. LNL is reimbursed for its costs and receives fees, and either party may terminate the agreement with 60 days’ written notice.

How were Lincoln National Life’s early contributions converted into fund shares?

On June 2, 2025, the fund converted to a Delaware statutory trust. At that time, LNL’s aggregate contributions of $42,056,924 converted into 4,481,365.000 Class I shares, valued at $10.00 per share, reflecting the agreed conversion terms associated with the trust structure.