LNCNYSE,NYSESEC EDGAREDGAR

LINCOLN NATIONAL CORP

Life Insurance·RADNOR, PA·FY end 12/31·CIK 59558

Board of Directors

10 members · 9 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Deirdre P. ConnellyDirector10y65AuditCompNCGExecutive$335,000
Ellen G. CooperCEO and Director4y61Executive
William H. CunninghamLead Independent Director20y82CompNCGExecutiveFinance$350,000
Reginald E. DavisDirector6y63AuditNCG$310,000
Eric G. JohnsonDirector28y75CompNCGExecutiveFinance$325,000
Gary C. KellyDirector17y71AuditExecutiveFinance$335,000
M. Leanne LachmanDirector41y83AuditNCGExecutive$325,000
Dale LeFebvreDirector5y55AuditNCG$310,000
James MorrisDirector1y66CompFinance
Owen RyanDirector3y63AuditComp$310,000

Risk-factor diff

FY 2025 10-K vs. FY 2024
+360 new278 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

– Market Conditions – Increases in interest rates and sustained higher interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals and surrenders” for more information on the risks related to rising interest rates.

NEW · FY 2025

We enter into derivative transactions to hedge our exposure to equity market risk. Such derivatives include over-the-counter equity options, total return swaps and equity futures. See Note 5 for additional information on our derivatives used to hedge our exposure to equity market fluctuations.

NEW · FY 2025

Includes notional and fair value of $1.4 billion and $41 million, respectively, as of December 31, 2025, and $1.9 billion and $58 million, respectively, as of December 31, 2024, that support our modified coinsurance and funds withheld reinsurance agreements. Investment results for these agreements are passed directly to the reinsurers.

NEW · FY 2025

If the level of the equity markets were to have instantaneously increased or decreased by 1% immediately after December 31, 2025, we estimate the effect on income (loss) from operations for the next 12-month period from the change in asset-based fees and related expenses would be approximately $10 million. For purposes of this estimate, we excluded any effect related to net flows, our annual assumption review, persistency, hedge program performance, policyholder behavior or reduction in account balances attributable to policyholder assessments.

NEW · FY 2025

Credit risk is the risk to earnings and capital that arises from uncertainty of an obligor’s or counterparty’s ability or willingness to meet its obligations in accordance with contractually agreed upon terms. We are exposed to credit risk primarily by our investment holdings and through our use of derivatives.

+ 25 more new paragraphs not shown

Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.