Lincoln National Corporation (LNC) SEC Filings & Earnings Calls

Activist ownership cap and potential share sales

“the Reporting Person informed the Company of its election to sell shares of Common Stock to the Company, as the Company repurchases shares in the open market or in privately negotiated transactions from time to time, to the extent necessary to prevent the Reporting Person from beneficially owning 10% or more of the voting securities of the Company” · word for word

Activist ownership cap and potential share sales

“the Reporting Person informed the Company of its election to sell shares of Common Stock to the Company, as the Company repurchases shares in the open market or in privately negotiated transactions from time to time, to the extent necessary to prevent the Reporting Person from beneficially owning 10% or more of the voting securities of the Company” · word for word

Key executive departure could create temporary leadership gap and uncertainty in financial strategy execution.

“CFO leaving for external opportunity; comprehensive search for permanent CFO ongoing.”

Variable annuity outflows and net outflows in Retirement Plan Services

“Annuities impacted by variable annuity outflows; Retirement Plan Services net outflows $2.4B.”

Sensitivity to equity markets and interest rates

“Earnings impacted by favorable equity markets; alternative investment income lower.”

Investment Portfolio Unrealized Losses

“Total fixed maturity AFS securities in an unrealized loss position had gross unrealized losses of $9,332 million as of June 30, 2026, up from $8,999 million as of December 31, 2025.”

Credit Loss Exposure

“Credit loss-related adjustments of $(57) million for H1 2026 vs $(53) million for H1 2025.”

Legal Accruals

“Includes certain legal accruals of $(122) million for H1 2026.”

Increased leverage from new debt issuance, though proceeds may be used to redeem preferred stock, mitigating dilution risk.

“The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include the repurchase and/or redemption of shares of its outstanding... Preferred Stock”

Market risk benefit volatility

“Net annuity product features, pre-tax (695) (2026) vs (1,092) (2025)”

Credit loss exposure

“Credit loss-related adjustments, pre-tax (20) (2026) vs (28) (2025)” · word for word

Net loss driven by non-economic market risk benefits; GAAP earnings volatile.

“Net loss available to common stockholders was $(211) million. Difference between net income and adjusted operating income was primarily attributable to the non-economic impact of changes in market risk benefits.” · word for word

Variable annuity outflows; Annuities operating income down 5%.

“Annuities operating income down 5% driven by variable annuity outflows.”

Dividend sustainability concern from negative operating cash flow

“LNC reported negative operating cash flow of $400 million in the first nine months of 2025, raising concerns about its ability to sustain its dividend operationally.” · word for word

Shareholder proposal for independent board chairman

“Shareholders request that the Board of Directors adopt an enduring policy...that 2 separate people hold the office of the Chairman and the office of the CEO” · word for word

Potential disruption in Retail Life and Annuity Solutions leadership, though planned succession mitigates risk.

“This is part of a planned succession for the Retail Life and Annuities businesses.”

Covenants include debt-to-capital ratio cap and minimum net worth; default could accelerate repayment.

“Financial covenants: minimum net worth $9.932B, debt-to-capital ≤0.35, secured non-operating debt cap 7.5%.”

Reserve inadequacy risk

“If our actual experience is different from our assumptions or estimates, our reserves may prove to be inadequate in relation to our estimated future benefits and claims, which would adversely affect our financial condition and results of operations.” · word for word

Goodwill impairment risk

“During the third quarter of 2022, we recorded goodwill impairment of $634 million related to our Life Insurance segment.”

Reinsurance collectability risk

“The insolvency, inability or unwillingness to make payments under the terms of a reinsurance contract by a large reinsurer or multiple reinsurers could have a material adverse effect on our results of operations and financial condition.” · word for word

Net income declined significantly due to non-economic market risk benefit changes; adjusted operating income is the core metric.

“Net income $745M vs $1,675M prior year; difference driven by market risk benefits.”

Annuities and Retirement Plan Services face net outflows, partially offset by market gains.

“Annuities outflows; Retirement Plan Services net outflows $1.0B.”

Investment losses

“Total realized gain (loss) $ (847) million for 9M 2025 vs $ (201) million for 9M 2024”

Annuity product feature volatility

“Net annuity product features, pre-tax $ (277) million for 9M 2025 vs $ 1,319 million for 9M 2024”

Credit loss exposure

“Credit loss-related adjustments, pre-tax $ (91) million for 9M 2025 vs $ (124) million for 9M 2024”

Annual assumption review resulted in $50M unfavorable impact to net income, though only $2M favorable to adjusted operating income.

“The annual assumption review resulted in a $50 million unfavorable impact to net income and a $2 million favorable impact to adjusted operating income” · word for word

Market risk benefits and embedded derivative volatility from Fortitude Re reinsurance transaction create non-economic earnings noise.

“The difference between net income and adjusted operating income was primarily attributable to the non-economic impact of changes in market risk benefits and a change in the fair value of an embedded derivative” · word for word