Form 4: Director Owen Ryan Boosts Lincoln National Stake

Lincoln National Director Owen Ryan acquired 1,684.26 phantom stock units as part of board compensation, increasing total beneficial ownership to 21,625.81 units.

Summary

• Owen Ryan, a Director of Lincoln National Corp (LNC), acquired 1,684.26 Phantom Stock Units.
• The acquisition occurred on December 31, 2025, at a price of $44.53 per unit.
• These units represent 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 solely in shares of the company's common stock upon resignation or retirement.
• The reporting person's total beneficial ownership following this transaction is 21,625.81 Phantom Stock Units.
• This total includes 218.60 shares acquired through dividend reinvestment since the last report.

Sentiment

Score: 6

Explanation: The filing details a routine director compensation event, which is generally neutral but carries a slight positive sentiment due to the alignment of director interests with shareholders through equity ownership.

Positives

• The acquisition of phantom stock units by a director aligns their interests with those of shareholders, as the value of their compensation is tied to the company's stock performance.
• The Deferred Compensation Plan for Non-Employee Directors provides a structured approach to director remuneration, promoting long-term commitment.

Future Outlook

The acquired phantom stock units are payable solely in shares of the company's common stock upon the reporting person's resignation or retirement. The reporting person retains the ability to transfer their Phantom Stock account into an alternative investment account at any time.

Industry Context

This transaction represents a routine compensation event for a non-employee director, which is a common practice in publicly traded companies. Equity-based compensation, such as phantom stock units, is frequently used to align the interests of directors with those of shareholders, encouraging long-term value creation.

Comparison to Industry Standards

• The use of phantom stock units as part of non-employee director compensation is a standard practice across various industries, including financial services, to incentivize long-term performance and align director interests with shareholder returns.
• Many companies, similar to Lincoln National Corp, utilize deferred compensation plans that allow directors to accrue equity-based awards, which vest or become payable upon specific events like resignation or retirement.

Related Party Transactions

• Acquisition of 1,684.26 phantom stock units by Director Owen Ryan as part of his board retainer and fees under the Deferred Compensation Plan for Non-Employee Directors.

Stakeholder Impact

• Shareholders: The transaction reinforces alignment between director interests and shareholder value through equity-based compensation.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The phantom stock units will be payable in shares of Lincoln National Corp common stock upon Owen Ryan's resignation or retirement.

Key Dates

Recommendation

This Form 4 filing details a routine compensation event for a non-employee director, involving the accrual of phantom stock units. It does not contain any new operational or financial information that would warrant a change in investment recommendation. The transaction aligns director interests with shareholders but is not a significant catalyst for price movement.

Keywords

Lincoln National Corp, LNC, Owen Ryan, Form 4, Insider Transaction, Phantom Stock, Director Compensation, Beneficial Ownership, Equity Compensation