Form 4: Lincoln National Director Acquires Phantom Stock

Lincoln National Corp. Director M Leanne Lachman acquired 1,115.79 phantom stock units as part of her compensation, increasing her beneficial ownership to 37,475.11 units.

Summary

• M Leanne Lachman, a Director of Lincoln National Corp. (LNC), acquired 1,115.79 Phantom Stock Units on September 30, 2025.
• The acquisition was 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 shares of the Company's common stock upon resignation or retirement.
• The acquisition price per Phantom Stock Unit was $40.33.
• Following this transaction, M Leanne Lachman beneficially owns a total of 37,475.11 Phantom Stock Units.
• The reported beneficial ownership includes 438.43 shares acquired through dividend reinvestment since the last report.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates a director's beneficial ownership is increasing, aligning interests, but it is a routine compensation event rather than a discretionary open market purchase.

Positives

• The acquisition of phantom stock units by a director increases their beneficial ownership, aligning their interests more closely with those of shareholders.
• The compensation structure, utilizing phantom stock, ties director remuneration directly to the company's stock performance.

Negatives

• The transaction represents compensation rather than an open market purchase, which might be a stronger signal of confidence.

Risks

• The value of the phantom stock units is directly tied to the future performance of Lincoln National Corp.'s common stock, exposing the director to market risk.
• The reporting person may transfer their Phantom Stock account into an alternative investment account at any time, potentially reducing direct exposure to LNC stock.

Future Outlook

The phantom stock units are payable solely in shares of the Company's common stock at the time of the director's resignation or retirement, indicating a future conversion event.

Industry Context

The use of phantom stock units as a component of non-employee director compensation is a common practice in the financial services industry, aligning director incentives with long-term shareholder value.

Comparison to Industry Standards

• Compensation for non-employee directors often includes a mix of cash and equity-based awards, such as phantom stock or restricted stock units, to align their interests with shareholders.
• The structure of the Deferred Compensation Plan for Non-Employee Directors, allowing for phantom stock accrual and eventual conversion to common stock, is consistent with corporate governance best practices aimed at fostering long-term commitment.

Related Party Transactions

• The acquisition of phantom stock units by Director M Leanne Lachman constitutes a related party transaction, as it is part of her compensation from Lincoln National Corp.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with long-term shareholder value due to equity-based compensation.
• Employees: No direct impact mentioned in this filing.

Next Steps

• The phantom stock units will eventually convert into shares of Lincoln National Corp. common stock upon the director's resignation or retirement.

Key Dates

Recommendation

This Form 4 reports a routine compensation event for a director, involving the acquisition of phantom stock units. While it increases the director's beneficial ownership and aligns interests, it does not provide new fundamental information or a discretionary open market purchase/sale signal that would typically warrant a change in investment recommendation. The transaction is expected and part of standard corporate governance practices.

Keywords

LNC, Lincoln National, Form 4, Insider Transaction, Director Compensation, Phantom Stock, Deferred Compensation, Equity Compensation