LINCOLN NATIONAL CORP

Item 1. Legal Proceedings

Reference is made to the lawsuit captioned Donald C. Meade v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and Randal Freitag(“Defendants”), previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). On February 21, 2025, Defendants filed a motion to dismiss.

Reference is made to the lawsuits captioned Anthony Morgan, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Deirdre P. Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag and Lincoln National Corporation and Harry Rosenthal, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Deirdre P Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag and Lincoln National Corporation, both of which were previously disclosed in the 2024 Form 10-K. On February 28, 2025, the Court of Common Pleas of Delaware County, Pennsylvania, entered an order consolidating these two civil actions for all purposes under the matter name In Re Lincoln National Corporation Shareholder Derivative Litigation, No. CV-2024-0011319. By the same February 28, 2025, order, the court directed, among other things, that all proceedings and deadlines in this consolidated case be stayed until 30 days after resolution of all motions to dismiss (including the exhaustion of all related appeals) in the Donald C. Meade v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and Randal Freitag matter, discussed above and previously disclosed in the 2024 Form 10-K.

Reference is made to the lawsuit captioned Kelly Grink v. Virtua Health and Lincoln National Corporation et al., previously disclosed in the 2024 Form 10-K. On March 7, 2025, Plaintiffs filed an amended complaint which, inter alia, added an additional named plaintiff (Steven Molnar) and additional named defendants, including Lincoln Retirement Services Company, LLC, and [The] Lincoln National Life Insurance Company. The action seeks relief against the Lincoln defendants including the disgorgement of any profits they received as a result of the alleged breaches of fiduciary duty, together with plaintiffs’ attorney’s fees and costs, prejudgment and post-judgment interest and such other equitable or remedial relief as the court deems appropriate. On April 4, 2025, the Lincoln defendants filed a motion to dismiss.

See Note 13 in “Part I – Item 1. Financial Statements” for further discussion regarding these matters and other contingencies.