Cohen Adam M 4

What Happened

• Adam M. Cohen, Chief Accounting Officer of Lincoln National Corp (LNC), received shares from a performance award and was granted restricted stock units (RSUs). On Feb 19, 2026 he acquired 8,266 shares upon settlement of a 2023–2025 performance share award and was also granted 9,337 RSUs (contingent, vesting Feb 19, 2029). To cover tax withholding on the settled award, 2,272 shares were surrendered/disposed at $40.10 per share, generating a withholding value of $91,107. The awards are acquisitions (code A); the share transfer to cover taxes is reported as code F (tax withholding).

Key Details

• Transaction date: 2026-02-19; Form 4 filed: 2026-02-23 (filed within the standard two-business-day window).
• Acquisitions: 8,266 shares (settlement of performance award) and 9,337 RSUs (grant; vests 2029).
• Disposal (tax withholding): 2,272 shares at $40.10/share, total value $91,107.
• Shares owned after transaction: not disclosed in this Form 4.
• Footnotes: F1 = settlement of 2023–2025 performance share award; F2 = tax withholding upon settlement; F3 = RSU grant that vests Feb 19, 2029.
• Transaction codes: A = Award/Grant, F = Tax withholding (not an open-market sale).

Context

• The 8,266 shares represent the settlement of a performance-based award (acquisition on vest/settlement). The 9,337 RSUs are a time- or service-based grant and do not transfer shares until vesting in 2029. The 2,272-share disposal was a routine tax withholding to satisfy tax liabilities on the settled award, not a market sale indicating a change in investment view.