LINCOLN NATIONAL CORP

Item 1. Legal Proceedings

Reference is made to the lawsuits captioned Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company, Iwanski v. First Penn-Pacific Life Insurance Company, TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company, and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York(“LLANY”), each of which was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (“First Quarter 2024 Form 10-Q”). On June 25, 2024, the court granted LLANY’s April 12, 2024, motion to stay proceedings in Vida pending the completion of the settlement approval process in Glover. On July 30, 2024, the court held a hearing on the Glover plaintiffs’ March 8, 2024 motion for preliminary approval of the provisional settlement by the court in respect of policies included in Glover and the related cases.

Reference is made to Donald C. Meade v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and Randal Freitag previously disclosed in the First Quarter 2024 Form 10-Q. On June 24, 2024, Local 295 IBT Employer Group Pension Trust Fund (“Local 295”) filed a motion for appointment as lead plaintiff.

Lawrence Hollin, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Dennis R. Glass, Randal J. Freitag, Deirdre P Connelly, William H. Cunningham, Reginald E. Davis, Eric G. Johnson, Gary C. Kelly, M. Leanne Lachman, Dale Lefebvre, Janet Liang, Michael F. Mee, Lynn M. Utter and Patrick S. Pittard (“Individual Defendants”)and Lincoln National Corporation (“Nominal Defendant”), No. 2:24-cv-02713, pending in the U.S. District Court for the Eastern District of Pennsylvania, is a complaint that was filed on June 20, 2024. Plaintiff Lawrence Hollin brings this verified stockholder derivative complaint purportedly on behalf of Nominal Defendant Lincoln National Corporation against the Individual Defendants, inter alia, for alleged breaches of fiduciary duties between at least November 4, 2020, and November 2, 2022 inclusive, and for alleged violations of the federal securities laws caused by the issuance of allegedly materially false and misleading statements issued, or caused to be issued, by the Individual Defendants in the Company’s SEC filings and other public statements. Plaintiff Hollin alleges claims against the Individual Defendants for violations of section 14(a) of the Exchange Act, 15 U.S.C. section 78n(a) and Rule 14a-9 (17 C.F.R. section 240.14a-9); for breach of fiduciary duties; for aiding and abetting breach of fiduciary duty; for unjust enrichment; and for waste of corporate assets. Plaintiff Hollin alleges that the Individual Defendants failed to disclose to investors: (i) that the Company was experiencing a decline in its VUL business; (ii) that, as a result, the goodwill associated with the life insurance business was overstated; (iii) that, as a result, the Company’s policy lapse assumptions were outdated; (iv) that, as a result, the Company’s reserves were overstated; (v) that, as a result, the Company’s reported financial results and financial statements were misstated; and (vi) that, as a result, the Individual Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiff Hollin alleges that the Company thereby suffered loss, injury, and damage. Among other relief, the action seeks, in favor of the Company, damages sustained by the Company, punitive damages and attorney’s fees and costs. The Individual Defendants are vigorously defending this matter.

Robert R. Wiersum, derivatively on behalf of Lincoln National Corporation v. Ellen G. Cooper, Dennis R. Glass, Randal J. Freitag, Deirdre P Connelly, William H. Cunningham, Reginald E. Davis, Eric G. Johnson, Gary C. Kelly, M. Leanne Lachman, Dale Lefebvre, Janet Liang, Michael F. Mee, Lynn M. Utter and Patrick S. Pittard (“Individual Defendants”)and Lincoln National Corporation (“Nominal Defendant”), No. 2:24-cv-03251, pending in the U.S. District Court for the Eastern District of Pennsylvania, is a complaint that was filed on July 23, 2024. Plaintiff Robert R. Wiersum brings this verified stockholder derivative complaint purportedly on behalf of Nominal Defendant Lincoln National Corporation against the Individual Defendants, inter alia, for alleged breaches of fiduciary duties between at least November 4, 2020, and the date of the filing, inclusive, and for alleged violations of the federal securities laws caused by the issuance of allegedly materially false and misleading statements issued, or caused to be issued, by the Individual Defendants in the Company’s SEC filings and other public statements. Plaintiff Wiersum alleges claims against the Individual Defendants for violations of section 14(a) of the Exchange Act, 15 U.S.C. section 78n(a) and Rule 14a-9 (17 C.F.R. section 240.14a-9); for breach of fiduciary duties; for unjust enrichment; and for waste of corporate assets. Plaintiff Wiersum alleges that the Individual Defendants failed to disclose to investors: (i) that the Company was experiencing a decline in its VUL business; (ii) that, as a result, the goodwill associated with the life insurance business was overstated; (iii) that, as a result, the Company’s policy lapse assumptions were outdated; (iv) that, as a result, the Company’s reserves were overstated; (v) that, as a result, the Company’s reported financial results and financial statements were misstated; and (vi) that, as a result, the Individual Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiff Wiersum alleges that the Company thereby suffered loss, injury, and damage. Among other relief, the action seeks, in favor of the Company, damages sustained by the Company and attorney’s fees and costs. The Individual Defendants will vigorously defend this matter.

See Note 14 in “Part I – Item 1. Financial Statements” for further discussion regarding these matters and other contingencies.