Form 4: Director Kelly Acquires LNC Phantom Stock

Lincoln National Corp. Director Gary C. Kelly acquired 1,010.55 phantom stock units as part of board compensation.

Summary

• Gary C. Kelly, a Director of Lincoln National Corp. (LNC), acquired 1,010.55 phantom stock units on December 31, 2025.
• These units were acquired as part of a quarterly payment for 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 solely in common stock upon resignation or retirement.
• The acquisition price for the derivative security was $44.53 per unit.
• Following this transaction, Kelly beneficially owns 73,249.87 phantom stock units.
• The total beneficial ownership also includes 791.91 shares acquired through dividend reinvestment since the last report.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive action where a director increases their beneficial ownership through compensation and dividend reinvestment, aligning interests with shareholders. No negative information is present.

Positives

• Director Gary C. Kelly increased his beneficial ownership in Lincoln National Corp. by acquiring 1,010.55 phantom stock units, aligning his interests with shareholders.
• The acquisition is part of a regular compensation plan for non-employee directors, indicating a structured approach to executive incentives.
• Additional shares (791.91) were acquired through dividend reinvestment, showing continued participation in the company's equity.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the nature of the deferred compensation plan, which indicates future payment in common stock upon resignation or retirement.

Industry Context

This Form 4 filing is a routine disclosure of insider equity transactions, common across all publicly traded companies. It reflects a standard practice of compensating non-employee directors with equity-based awards, aligning their interests with long-term shareholder value. The insurance and financial services industry, in which Lincoln National Corp. operates, frequently utilizes such compensation structures to retain and incentivize experienced board members.

Comparison to Industry Standards

• The compensation structure involving phantom stock units and deferred compensation plans for non-employee directors is a common practice within the financial services and insurance industry.
• Companies like Prudential Financial, MetLife, and Aflac often employ similar equity-based compensation to align director incentives with long-term company performance and shareholder interests.
• The acquisition of phantom stock units as part of a quarterly board retainer is a standard mechanism for director compensation, reflecting a commitment to long-term equity ownership rather than short-term cash payments.

Related Party Transactions

• Director Gary C. Kelly acquired phantom stock units as part of his compensation under the Deferred Compensation Plan for Non-Employee Directors.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to increased equity ownership.

Next Steps

• Payment of phantom stock units in common stock upon Director Kelly's resignation or retirement from the board.

Key Dates

Recommendation

The filing details a routine acquisition of phantom stock units by a director as part of their compensation plan, along with dividend reinvestment. While this demonstrates continued insider alignment with shareholder interests, it does not present new material information that would significantly alter the investment thesis for Lincoln National Corp. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals and market conditions rather than this specific insider transaction.

Keywords

Lincoln National Corp, LNC, Gary C. Kelly, Director, Phantom Stock, Insider Trading, Deferred Compensation, Equity Acquisition, Form 4