LINCOLN NATIONAL CORP
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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FY2025 · Filed Feb 19, 2026
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Item 9B. Other Information
Amendment to Executives’ Severance Benefit Plan
On February 19, 2026, the Compensation Committee (“Committee”) of the Company’s Board of Directors adopted an amendment, effective the same date, (the “Amendment”) to the LNC Executives’ Severance Benefit Plan (the “Plan”). The Plan provides potential benefits to certain Company executives in the event of a change of control of the Company. The Amendment revised the provisions related to the payment of in-progress annual and long-term performance cycle incentive plans to provide that, in the event that benefits are payable to eligible executives under the Plan, the award amounts due for any such plans will be based on the greater of (A) actual plan performance results through the date of the change of control as determined by the Committee or (B) the target award amount, and will be pro-rated based on the date of the executive’s separation from service in the case of an in-progress annual plan and paid in full in the case of each in-progress long-term plan. In addition, the Amendment updated the Plan provision related to termination for “Good Reason” to (A) remove the definition’s exclusion of a change in the executive’s reporting relationship, (B) include in the definition (i) material diminution in the status, position or responsibilities of the person to whom the executive is required to report and (ii) a reduction in the executive’s target long-term incentive program opportunity and (C) enhance procedural requirements for “Good Reason” termination.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.67 to this Annual Report on Form 10-K and is incorporated herein by reference.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f))adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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