Form 4: Lincoln National Director Boosts Stake Through Routine Phantom Stock Acquisition

Lincoln National Corp. Director M. Leanne Lachman acquired 1,300.58 phantom stock units as part of her quarterly board compensation, increasing her beneficial ownership to 35,920.89 units.

Summary

• M. Leanne Lachman, a Director of Lincoln National Corp. (LNC), acquired 1,300.58 Phantom Stock Units on June 30, 2025.
• The acquisition was 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 at resignation or retirement.
• The reporting person's Phantom Stock account can be transferred into an alternative investment account at any time.
• The price of the Phantom Stock Unit at the time of acquisition was $34.6.
• Following this transaction, M. Leanne Lachman beneficially owns a total of 35,920.89 Phantom Stock Units.
• This total includes 480.54 shares acquired through dividend reinvestment since the last report.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While a routine compensation event, the director's increased beneficial ownership, including through dividend reinvestment, indicates continued alignment with shareholder interests and confidence in the company.

Positives

• The acquisition of phantom stock units by a director aligns their interests with those of shareholders, as the value of these units is tied to the company's common stock performance.
• The increase in beneficial ownership, including through dividend reinvestment, indicates continued confidence from the director in the company's long-term prospects.

Future Outlook

No forward-looking statements or guidance were provided in this filing, as it is a disclosure of a past transaction.

Industry Context

This routine insider transaction reflects standard corporate governance practices where non-employee directors receive compensation in equity-linked instruments, common across the financial services and insurance industries to align director incentives with shareholder value.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity-based awards, such as phantom stock units, is a common industry standard across publicly traded companies, including those in the insurance and financial services sectors like Lincoln National Corp. This aligns director interests with long-term shareholder value.
• The structure, where units convert to common stock upon resignation or retirement, is typical for deferred compensation plans for directors, seen in companies like Prudential Financial, MetLife, and Aflac, ensuring retention and long-term commitment.

Related Party Transactions

• The acquisition of 1,300.58 Phantom Stock Units by M. Leanne Lachman, a Director of Lincoln National Corp., constitutes a related party transaction as it involves compensation paid to a key management personnel.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with those of shareholders, as the value of the phantom stock units is tied to the company's common stock performance, potentially fostering long-term value creation.
• Employees: No direct impact on employees is indicated by this specific filing.
• Customers: No direct impact on customers is indicated by this specific filing.
• Suppliers: No direct impact on suppliers is indicated by this specific filing.
• Creditors: No direct impact on creditors is indicated by this specific filing.

Key Dates

Keywords

Lincoln National Corp, LNC, Phantom Stock Unit, Director Compensation, Insider Transaction, SEC Form 4, Deferred Compensation Plan, Equity Compensation, Beneficial Ownership