Form 4: Director Deirdre Connelly Acquires LNC Phantom Stock

Lincoln National Corp. Director Deirdre Connelly acquired 1,010.55 phantom stock units as part of her compensation, increasing her beneficial ownership to 45,474.49 units.

Summary

• Deirdre P. Connelly, a Director of Lincoln National Corp. (LNC), acquired 1,010.55 phantom stock units.
• These units were acquired on December 31, 2025, at a price of $44.53 per unit.
• The acquisition represents a quarterly payment of board retainer and fees under the Deferred Compensation Plan for Non-Employee Directors.
• Each phantom stock unit is equivalent to one share of LNC Common Stock and is payable in common stock upon resignation or retirement.
• Following this transaction, Ms. Connelly beneficially owns 45,474.49 phantom stock units.
• This total includes 487.43 shares acquired through dividend reinvestment since her last report.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director as part of a compensation plan is a routine event that generally signals alignment of interests between management and shareholders. It's not a significant market-moving event but is a positive indicator of continued insider stake.

Positives

• Director Connelly's acquisition of phantom stock units aligns her interests with shareholders, as these units are payable in common stock.
• The increase in beneficial ownership, including through dividend reinvestment, indicates continued confidence in the company.

Future Outlook

This filing does not contain forward-looking statements or guidance.

Industry Context

Insider acquisitions, especially through compensation plans, are common across industries for aligning director interests with shareholders. This specific transaction reflects standard corporate governance practices for non-employee directors in the financial services sector.

Comparison to Industry Standards

• The use of phantom stock units as part of non-employee director compensation is a common practice in large publicly traded companies, including those in the financial services industry like Lincoln National Corp. This aligns director incentives with long-term shareholder value.
• Many companies, such as MetLife (MET) or Prudential Financial (PRU), also utilize equity-based compensation for their non-executive directors to foster ownership and commitment.
• The dividend reinvestment feature is also standard, allowing directors to further increase their stake without direct cash outlays, similar to plans offered by peers.

Corporate Governance

Related Party Transactions

• The transaction involves the acquisition of phantom stock units by a director as part of her compensation, which is a standard related party transaction under the company's Deferred Compensation Plan for Non-Employee Directors.

Stakeholder Impact

• Shareholders: Positive alignment of director's interests with shareholders through equity-based compensation, fostering a long-term perspective.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 details a routine insider acquisition of phantom stock units as part of a director's compensation plan. While it indicates alignment of interests, it does not present new information that would fundamentally alter the investment thesis for Lincoln National Corp. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific, non-material transaction.

Keywords

Lincoln National Corp, LNC, Deirdre Connelly, Director, Phantom Stock, Insider Transaction, Deferred Compensation, Beneficial Ownership, SEC Form 4