Form 4: Lincoln National Chief Risk Officer Reports Routine Stock Disposition for Tax Withholding

Lincoln National Corp's EVP and Chief Risk Officer, Andrew Rallis, reported the disposition of 5,301 shares of common stock at $32.38 per share for tax withholding purposes related to restricted stock unit vesting, while also noting dividend reinvestment.

Summary

• Andrew Rallis, Executive Vice President and Chief Risk Officer of Lincoln National Corp (LNC), reported a change in beneficial ownership of common stock.
• On May 24, 2025, Mr. Rallis disposed of 5,301 shares of LNC common stock at a price of $32.38 per share.
• This disposition, totaling approximately $171,644.38, was for tax withholding upon the vesting of restricted stock units.
• The filing also corrected a prior administrative error, reducing previously reported dividend reinvestment shares by 8.40.
• Additionally, 2,406.07 shares were acquired through dividend reinvestment since the reporting person's last report.
• Following these transactions, Mr. Rallis beneficially owns 176,524.34 shares of Lincoln National Corp common stock directly.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a disposition of shares, it's for a routine tax purpose related to compensation vesting, not a discretionary sale. The continued dividend reinvestment also adds a minor positive note.

Positives

• The acquisition of 2,406.07 shares through dividend reinvestment indicates continued investment by the insider.
• The transaction is a routine tax withholding event, not a discretionary sale, which is generally viewed neutrally to positively as it's a consequence of compensation vesting.

Negatives

• The disposition of 5,301 shares, even for tax purposes, reduces the direct beneficial ownership of the insider.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The filing indicates that the disposition of shares was for 'Tax withholding upon vesting of restricted stock units,' clarifying the nature of the transaction.
• An administrative error in prior period reporting of dividend reinvestment shares was corrected, demonstrating attention to detail in reporting.

Industry Context

Form 4 filings are routine disclosures in the financial industry, providing transparency into insider stock transactions. This specific filing details a common event where executives dispose of shares to cover tax obligations arising from the vesting of equity compensation, which is a standard practice across publicly traded companies.

Stakeholder Impact

• Shareholders: The transaction provides transparency into insider ownership changes, which are routine and not indicative of a change in management's confidence in the company. The slight reduction in direct ownership due to tax withholding is offset by the underlying compensation vesting.

Key Dates

Keywords

Lincoln National Corp, LNC, Andrew Rallis, Chief Risk Officer, SEC Form 4, Insider Transaction, Stock Ownership, Restricted Stock Units, Tax Withholding, Dividend Reinvestment