Form 4: LNC Director Boosts Stake with Phantom Stock Acquisition

Lincoln National Corp. Director Deirdre P. Connelly acquired 1,115.79 phantom stock units on September 30, 2025, as part of her board compensation.

Summary

• Deirdre P. Connelly, a Director of Lincoln National Corp. (LNC), acquired 1,115.79 phantom stock units.
• The transaction occurred on September 30, 2025, and was reported on October 2, 2025.
• Each phantom stock unit is equivalent to one share of LNC Common Stock.
• The units were acquired at a price of $40.33 per unit, totaling approximately $45,000.00.
• This acquisition represents a quarterly payment of board retainer and fees under the Deferred Compensation Plan for Non-Employee Directors.
• Following this transaction, Connelly beneficially owns 43,976.51 phantom stock units.
• The reported beneficial ownership includes 516.81 shares acquired through dividend reinvestment since the last report.
• The phantom stock units are payable solely in shares of the Company's common stock upon resignation or retirement.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates a director's continued alignment with shareholder interests through increased equity ownership, albeit as part of routine compensation. There are no negative implications.

Positives

• A director's increased beneficial ownership aligns their interests more closely with those of shareholders.
• The acquisition is part of a structured compensation plan, indicating stability in director remuneration.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The acquisition of phantom stock units is a quarterly payment of board retainer and fees under the Deferred Compensation Plan for Non-Employee Directors.

Industry Context

Director compensation through equity or equity-linked instruments is a common practice across various industries, including financial services, to align the interests of board members with long-term shareholder value. The use of phantom stock units, which convert to common stock upon departure, is a standard mechanism for deferred compensation.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Deirdre P. Connelly as part of her board compensation constitutes a related party transaction, as it involves remuneration to a member of the company's board.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with long-term shareholder value due to equity-based compensation.
• Directors: Compensation structure provides deferred equity ownership, linking their personal wealth to the company's stock performance.

Key Dates

Keywords

Lincoln National Corp, LNC, Insider Transaction, Form 4, Director Compensation, Phantom Stock, Equity Acquisition, Corporate Governance