LINCOLN NATIONAL CORP·4

Feb 23, 7:30 AM ET

Woodroffe Sean 4

4 · LINCOLN NATIONAL CORP · Filed Feb 23, 2026

Research Summary

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Lincoln National (LNC) EVP Sean Woodroffe Receives Awards, Sells Shares

What Happened

  • Sean Woodroffe, EVP & Chief People, Culture & Communications Officer at Lincoln National (LNC), had a performance-share settlement and related tax-withholding sale on Feb 19, 2026. He acquired 53,368 shares upon settlement of a 2023–2025 performance award and was also granted 22,444 restricted stock units (RSUs) that vest Feb 19, 2029. To satisfy tax withholding on the settlement, 19,037 shares were disposed at $40.10 per share for proceeds of $763,384. The reported acquisitions include 3,401.52 shares from dividend reinvestment since his last report.

Key Details

  • Transaction date: February 19, 2026 (filed Feb 23, 2026)
  • Disposition: 19,037 shares sold/withheld at $40.10 each — proceeds $763,384 (tax withholding)
  • Acquisitions: 53,368 shares upon performance-share settlement; 22,444 RSUs granted (vest 2/19/2029)
  • Dividend reinvestment: 3,401.52 shares included in the acquired totals
  • Shares owned after transaction: not provided in the filing excerpt
  • Footnotes: settlement of 2023–2025 performance award; tax withholding upon settlement; RSUs vest in 2029
  • Filing timeliness: Form 4 filed Feb 23, 2026 (within the standard reporting window)

Context

  • The 19,037-share disposition was a tax-withholding sale tied to the performance-share settlement — a routine administrative step, not an open-market investment decision. The RSUs granted are time-vested awards (vesting 2/19/2029). Awards settling into shares increase insider holdings but may be partially offset by withholding.

Insider Transaction Report

Form 4
Period: 2026-02-19
Woodroffe Sean
EVP, Ch Ppl Comms Ent Srvc Off
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-02-19+53,368212,752 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-19$40.10/sh19,037$763,384193,715 total
  • Award

    Common Stock

    [F4]
    2026-02-19+22,444216,159 total
Footnotes (4)
  • [F1]Represents acquisition of shares upon settlement of the performance share award for the 2023-2025 performance cycle.
  • [F2]Includes 3,401.52 shares acquired through dividend reinvestment since the reporting person's last report.
  • [F3]Tax withholding upon settlement of performance share award.
  • [F4]Grant of restricted stock units representing a contingent right to receive shares of LNC common Stock. The restricted stock units vest on February 19, 2029.
Signature
/s/ Claire H. Hanna, Attorney-in-Fact|2026-02-23

Documents

1 file
  • 4
    marketforms-72142.xmlPrimary

    PRIMARY DOCUMENT