LINCOLN NATIONAL CORP

This summary highlights certain information for your convenience. Since it does not contain all of the information you should consider, we encourage you to read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

Voting Matters

Lincoln National Corporation 2026 Proxy Statement 1

2025 Full-Year Business Performance Overview

As a company with over 120 years of history, we recognize that a consistent focus on our purpose is what will allow us to deliver value to our customers, employees, communities and shareholders for the next century and beyond. At our core, our purpose is to provide financial protection and security to our customers and their families. We continue to deliver on this mission and our promises. 2025 was a year of significant progress for Lincoln as we further repositioned the Company for sustained long-term value creation.

This was evidenced by our strong total shareholder return (“TSR”) over theone- and three-year periods ended December 31, 2025. For theone-year period, our TSR significantly outperformed the TSR for the S&P 500® Index and the average TSR of the companies in our relative TSR performance peer group. Our three-year TSR result was also strong when compared to the S&P 500 Index and the average of our peers over the same period, exceeding the average TSR of the companies in our relative TSR performance peer group by 8.2 percentage points.

We delivered strong results and outperformed relative to the financial objectives we established at the beginning of 2025. We also successfully advanced our strategy, which is focused on three priorities:

On building and maintaining foundational capital, following several years of strengthening the balance sheet, our capital foundation remains durable and resilient. As of the end of 2025, our capital levels remained well above our risk-based capital (“RBC”) ratio goal of 420%, which includes a 20-percentage-point buffer. Additionally, our leverage ratio 1 continued to decline during the year by another 270 basis points.

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On optimizing our operating model, we made meaningful headway in 2025, creating a more efficient and scalable organization. We took targeted actions to reduce operating costs and increase organizational efficiency while investing to drive future profitable growth. We further leveraged our Bermuda reinsurance affiliate to enhance capital efficiency. Collectively, these actions built upon our stable foundation and reinforced the sustainability of our performance.

On delivering profitable growth, we made clear progress across each business. Across the company, our emphasis is on products and segments with higher risk-adjusted margins, more stable cash flows and greater capital efficiency to strengthen the resilience of the business over time.

Business Highlights for 2025

Our 2025 full-year results were driven by substantial progress in each of our businesses and reflected strong execution of our strategic priorities.

In sum, we achieved strong results in 2025 that were ahead of our expectations and demonstrated continued momentum in building and maintaining a solid capital foundation, optimizing our operating model, and delivering profitable growth to position the Company for long-term shareholder value creation.

Lincoln National Corporation 2026 Proxy Statement 3

Board of Director Nominees

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Our director nominees provide the Board with the comprehensive breadth of relevant skill sets needed to provide effective oversight in light of the Company’s industry, risks and current and long-term strategic needs. The following chart presents the number of director nominees who possess substantive skills or experience in the identified areas.

Lincoln National Corporation 2026 Proxy Statement 5

As a result of our proactive Board refreshment efforts in recent years, the tenure distribution of our independent directors has evolved over time.

Board Leadership

The Board annually reviews the Board’s leadership structure to continue ensuring it aligns with and supports the evolving needs of our business and serves the best interests of the Company at the given time. Since May 2023, our Chief Executive Officer (“CEO”), Ms. Cooper, has served as Chairman of the Board. Dr. Cunningham serves as Lead Independent Director.

The Board has determined that having Ms. Cooper serve as Chairman and CEO is fundamental to successfully executing against our strategic objectives and is in the best interest of shareholders. As the executive with primary responsibility for day-to-day operations, Ms. Cooper is well positioned to provide unified leadership and to ensure that key business, strategic, risk and opportunity matters are presented to the Board in a manner that supports effective oversight and efficient use of Board time. In addition, our designation of a Lead Independent Director, with robust and clearly defined responsibilities, provides an appropriate independent counterbalance to the Chairman and CEO role. In considering the leadership structure, the Board took into account:

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Governance Highlights

Sound governance is important to our Board, which regularly evaluates and implements policies that reflect corporate governance and compensation best practices. Our governance and compensation practices also comply with the Investor Stewardship Group Corporate Governance Principles for U.S. Listed Companies.

Some of these practices are:

∎ Engaged Lead Independent Director with robust responsibilities

∎ An overwhelmingly independent Board (9 of 10 director nominees)

∎ All Audit, Compensation, Corporate Governance, and Finance Committee members are independent

∎ Annual election of all directors

∎ Majority voting standard for election of directors and director resignation policy for directors who fail to receive majority support in an uncontested election

∎ Independent directors meet regularly in executive session

∎ Annual Board, committee and individual director evaluations

∎ Shareholder right to call special meetings (10% ownership threshold)

∎ “Proxy access” rights to holders owning at least 3% of outstanding shares for 3 years

∎ Proactive annual shareholder engagement program with formal process to share feedback with the Board and its committees

∎ No supermajority voting provisions in Restated Articles of Incorporation and Bylaws

∎ Robust stock ownership guidelines for directors and executive officers

∎ Prohibition on pledging, hedging and speculation in our securities

∎ Executive compensation program that strongly links pay and performance

∎ Limited perquisites for executive officers

∎ Caps on awards under annual and long-term incentive programs

∎ No repricing or exchange of underwater stock options without shareholder approval

∎ Incentive-based compensation subject to Clawback Policy and equity award clawback provisions

∎ Double-trigger vesting provisions for equity awards following a change of control

∎ No tax gross-up provisions upon a change of control for our executive officers

∎ Cash severance benefits for executives cannot exceed 2.99 times base salary plus target bonus

∎ No payment of dividends on RSUs and PSAs unless and until the award vests

Lincoln National Corporation 2026 Proxy Statement 7

2025 Shareholder Engagement and Response to Feedback

During 2025, we continued our ongoing, proactive shareholder engagement program. This program complements the ongoing dialogue throughout the year among our shareholders, CEO, Chief Financial Officer (“CFO”) and Investor Relations team on financial and strategic performance.

In the fall of 2025, we reached out to investors representing approximately 53% of our outstanding shares and engaged with investors representing approximately 43% of our outstanding shares. The Chair of the Compensation Committee joined several of the engagement conversations, with investors representing approximately 25% of our outstanding shares. (In each case, the outstanding shares held by Bain Capital were not included in the calculation.)

The engagement involved discussions on:

Shareholders were broadly supportive of the current compensation program, including the modifications the Company has made to its compensation program in recent years and the underlying rationale of those changes, as well as the structure of and rationale behind the 2025 CEO performance-oriented equity award. With respect to board leadership, and specifically the combined role of Chairman and CEO, many investors continued to express support for the current structure and the Board’s ability to retain flexibility to select the most appropriate board leadership structure based on the Company’s circumstances at the time.

The feedback from these meetings was shared with the Compensation Committee and the Corporate Governance Committee, as well as the full Board. For more information about our 2025 shareholder engagement and response to shareholder feedback, see “Compensation Discussion & Analysis – Executive Summary.”

2025 Executive Compensation Highlights

The key objectives of our executive compensation program are to:

Pay for Performance

We seek to align pay and performance by making a significant portion of the compensation of our named executive officers (“NEOs”) dependent on:

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2025 Pay Mix. NEO compensation is weighted toward variable compensation (annual and long-term incentives, or AIP and LTI), which is at risk because the actual amounts earned could differ from targeted amounts based on corporate and individual performance. As the following charts show, 91% of our CEO’s and 82% of the average of our other NEOs’ 2025 target direct compensation could vary significantly based on company performance, including stock price performance, and was at risk.

Note, the relative weightings shown in these charts reflect AIP and LTI payouts at target and therefore will not align exactly with the amounts disclosed in the Summary Compensation Table in “Executive Compensation Tables.”

For more information about our executive compensation program, see the Compensation Discussion & Analysis (“CD&A”).

Culture at Lincoln

Our purpose is to provide financial protection and security to our customers and their families. We do this by not only focusing on what we do, but how we do it. Our actions are guided by our Strategic Pillars and our Core Values. The first three Strategic Pillars are: Focus on Foundational Capital, Grow Profitably and Invest in our Infrastructure. Our fourth Strategic Pillar, Talent: Our Multiplier Effect, encompasses our culture and people. This pillar is supported by our Core Values:

Our commitment to integrity is central to our identity, and ethical behavior is embedded in every facet of our culture and values. We are defined by our unwavering commitment to ethical conduct, truthfulness, and doing what is right. Collectively, these qualities serve to strengthen our financial performance and differentiate us in the marketplace.

As of the end of 2025, collectively, our four businesses deliver financial protection and security to approximately 17 million customers – customers who rely on us to support their financial futures. As we look ahead, we seek to enable more people to confidently succeed their way, and we treat every customer’s future with care. Our tagline, Your Tomorrow. Our Priority.®, embodies our focus on stewardship and our unwavering commitment to being there for our customers today and tomorrow.

Lincoln National Corporation 2026 Proxy Statement 9

Commitment to corporate responsibility and sustainability

Our sustainability strategy is overseen by the Corporate Governance Committee of the Board and guides our efforts and decision making with regard to sustainable and responsible business practices. In line with this strategy, we embed climate risk, environmental and social factors into our daily operations. As a financial institution, we recognize the role this plays in enhancing shareholder value, responding to stakeholder interests, addressing compliance requirements, identifying new market opportunities, and ensuring both prudent risk management and responsible investing practices.

Notably:

Our ESG Data Center available on our website contains key documents that reflect our ongoing success in areas related to our sustainability strategy and enterprise purpose, including our most recent greenhouse gas emissions assurance statements. Our 2024 Corporate Social Responsibility Report illustrates how, as a people-driven business, we listen to our employees, neighbors and customers to understand and meet their needs. These resources can all be found at www.LincolnFinancial.com.

Over the past year, we continued to be recognized for our good corporate citizenship, as demonstrated by, among other accolades, our inclusion on major sustainability indices, including the Dow Jones Best-in-Class North America Index, being named to the JUST 100 list, as part of JUST Capital’s 2025 Rankings of America’s Most Just Companies, ranking among Newsweek’s 2025 America’s Most Responsible Companies and recognition by Ethisphere as one of its 2025 World’s Most Ethical Companies® for the fourth consecutive year.

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Proxy Statement

Annual Meeting of Shareholders | May 28, 2026

The Board of Directors (the “Board”) of Lincoln National Corporation (the “Company,” “we,” “us,” “LNC” or “Lincoln”) is soliciting proxies in connection with the proposals to be voted on at the 2026 Annual Meeting of Shareholders, which will be held virtually beginning at 9:00 a.m. EDT on Thursday, May 28, 2026, at www.virtualshareholdermeeting.com/LNC2026. This proxy statement and a proxy card or a notice of internet availability were sent to our shareholders on or about April 16, 2026. When we refer to our 2026 Annual Meeting of Shareholders (the “Meeting” or the “Annual Meeting”), we are also referring to any meeting that results from an adjournment of the Annual Meeting.