KELLY GARY C 4

What Happened

• Gary C. Kelly, a director of Lincoln National Corp (LNC), acquired 35,474.99 phantom stock units on 2026-02-13 at an implied price of $40.88 per share, a total value of $1,450,218. The transaction is recorded as a derivative acquisition (phantom stock units) rather than an open-market purchase.

Key Details

• Transaction date and price: 2026-02-13 at $40.88 per share; total value $1,450,218.
• Shares reported acquired: 35,474.99 phantom stock units.
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes:
  • F1 — These are Phantom Stock Units held in the LNC Deferred Compensation Plan for Non-employee Directors (Directors' DCP) and are payable solely in LNC common stock upon resignation or retirement; units can be moved into an alternate investment within the plan.
  • F2 — The reported total includes 777.41 shares acquired via dividend reinvestment since the last report.
• Filing timeliness: Form 4 filed 2026-02-17; filing appears timely (transaction 2026-02-13).

Context

• Phantom stock units are a deferred-compensation vehicle for non-employee directors that represent the economic equivalent of shares and are typically settled in company stock at a future date (e.g., resignation/retirement). This is not an open-market purchase of common shares and is a routine compensation/deferral transaction for directors.