Form 4: Director Morris T. Acquires LNC Phantom Stock

Lincoln National Corp. Director James T. Morris acquired 1,010.55 phantom stock units as part of his deferred compensation plan.

Summary

• Director James T. Morris acquired 1,010.55 phantom stock units of Lincoln National Corp. (LNC).
• The acquisition occurred on December 31, 2025, at a price of $44.53 per unit.
• These units were received as 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 in common stock upon resignation or retirement.
• Following this transaction, Morris beneficially owns 3,888.82 phantom stock units.
• The total beneficial ownership includes 31.56 shares acquired through dividend reinvestment since the last report.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive alignment of director interests with shareholders through equity compensation, which is generally viewed favorably. No negative implications are present.

Positives

• Director Morris T. increased his beneficial ownership in LNC by acquiring 1,010.55 phantom stock units, aligning his interests with shareholders.
• The acquisition is part of a pre-arranged Rule 10b5-1(c) plan, indicating a structured and compliant approach to compensation and ownership.

Future Outlook

The phantom stock units are payable solely in shares of the Company's common stock at the reporting person's resignation or retirement. The reporting person may transfer his/her Phantom Stock account into an alternative investment account at any time.

Industry Context

This is a routine insider transaction filing, reflecting a common practice for non-employee directors to receive compensation in equity or equity-linked instruments. This aligns their interests with long-term shareholder value and is standard practice across the financial services industry for public companies.

Comparison to Industry Standards

• The use of phantom stock units for non-employee director compensation is a common practice in the financial services industry, including major insurers and asset managers like Prudential Financial, MetLife, and Aflac, which often use similar equity-based compensation to align director incentives with company performance.
• The acquisition through a Rule 10b5-1 plan is a standard corporate governance practice, demonstrating a pre-planned and compliant approach to insider trading, consistent with practices at peer companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value through equity-based compensation.

Next Steps

• The phantom stock units will be payable in shares of the Company's common stock at the reporting person's resignation or retirement.
• The reporting person retains the option to transfer his/her Phantom Stock account into an alternative investment account at any time.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom stock units by a director as part of their compensation plan. It reflects standard corporate governance and aligns director interests with shareholders but does not provide new information that would fundamentally alter the investment thesis for Lincoln National Corp. Therefore, a 'hold' recommendation is appropriate as it doesn't present a strong buy or sell signal.

Keywords

Lincoln National Corp, LNC, Form 4, Insider Transaction, Phantom Stock, Director Compensation, Deferred Compensation, Beneficial Ownership, Rule 10b5-1