LINCOLN NATIONAL CORP 8-K

What Happened

• Lincoln National Corporation (LNC) announced on June 29, 2026 that it completed a registered public offering of $500 million aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Subordinated Notes due 2056. The Offering was underwritten by Wells Fargo, BofA, Goldman Sachs, Morgan Stanley and TD Securities. The Notes were sold to the public at 100% of par with an underwriting discount of 1.00%. Proceeds are intended for general corporate purposes and may be used to repurchase or redeem certain series of preferred stock.

Key Details

• Offering size and price: $500 million principal; sold at 100.000% of principal; underwriting discount 1.000%.
• Interest and reset: 6.800% per year from June 29, 2026 until July 15, 2036; thereafter resets every five years to the five‑year Treasury rate + 2.400%; interest paid semi‑annually starting Jan 15, 2027.
• Maturity and ranking: Matures July 15, 2056; unsecured and subordinated—ranks junior to senior debt and pari passu with other unsecured subordinated debt.
• Optional provisions: Callable (par call) in defined three‑month windows before reset dates and special call rights on certain tax, rating or regulatory capital events; company may defer interest payments for up to five consecutive years (deferred interest accrues and compounds) subject to restrictions on dividends, redemptions and certain payments.

Why It Matters

• Capital and cash flow: The sale raises $500M of long‑dated subordinated capital, adding liquidity and potentially funding preferred‑share repurchases/redemptions noted in the filing. The initial 6.8% coupon represents a fixed cash interest cost through 2036; after that the rate will float, tied to Treasury yields plus a spread.
• Credit and investor considerations: Because these Notes are subordinated, they are lower priority than Lincoln’s senior debt in a liquidation scenario. The deferral feature gives the company flexibility to conserve cash but can restrict dividend and redemption activity while in effect—important for equity holders and preferred investors to monitor.
• Governance and related parties: Underwriters’ affiliates have existing lending and derivative relationships with Lincoln (including $250M outstanding under the company’s term loan as of March 31, 2026), disclosed as customary related‑party activity.