Cooper Ellen 4

What Happened
Ellen Cooper, Chairman, President & CEO of Lincoln National (LNC), received shares from performance awards and was granted restricted stock units on Feb 19, 2026. Two performance-share settlements delivered a total of 218,287 shares; 92,729 of those were surrendered to cover tax withholding at $40.10/share (proceeds/value withheld ≈ $3,718,433). Separately, Cooper received a grant of 109,227 restricted stock units (RSUs) that vest on February 19, 2029. Net delivered to Cooper after tax withholding from the settled awards was 125,558 shares.

Key Details

• Transaction date: February 19, 2026; Form 4 filed February 23, 2026 (within the Form 4 reporting window).
• Settled shares acquired: 189,295 and 28,992 (total 218,287) — reported as acquisitions upon settlement of performance share awards (footnotes F1, F3).
• Shares surrendered for tax withholding: 80,413 and 12,316 (total 92,729) at $40.10/share for a combined tax-withholding value of $3,718,433 (footnotes F2, F4; disposition code F).
• RSU grant: 109,227 restricted stock units representing a contingent right to receive shares; vesting date Feb 19, 2029 (footnote F5).
• Shares owned after the transaction: not disclosed in the provided filing.

Context
This activity primarily reflects compensation-related equity (performance shares settling and an RSU grant), not an open-market purchase or discretionary sale. The share surrender was tax withholding to satisfy tax obligations on the award — a common administrative disposition (code F) that should not be read as a directional view on the company. The RSUs are restricted until vesting in 2029.