UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 3, 2025, Lincoln National Corporation (the “Company” or “we”) entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, BofA Securities, Inc., HSBC Securities (USA) Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $500 million aggregate principal amount of the Company’s 5.350% Senior Notes due 2035 (the “Notes”) in a registered public offering (the “Offering”).
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
From time to time, in the ordinary course of their business, certain of the Underwriters and their affiliates have provided, and may in the future provide, various financial advisory, investment banking, commercial banking or investment management services to us and our affiliates, for which they have received and may continue to receive customary fees and commissions. In particular, affiliates of certain of the Underwriters are lenders under our Term Loan Agreement, dated as of December 3, 2019, as amended, which matures on July 16, 2027, under which $150 million of borrowings were outstanding as of September 30, 2025, and/or our Second Amended and Restated Credit Agreement, dated as of December 21, 2023, which has a commitment termination date of December 21, 2028, under which no borrowings were outstanding as of September 30, 2025. As part of our ordinary course of business, we enter into bilateral open derivative transactions with certain of the Underwriters. In addition, the Underwriters and their affiliates may, from time to time, engage in transactions with or perform services for us in the ordinary course of business, including acting as distributors of various life, annuity, defined contribution and investment products of our subsidiaries. From time to time, certain of the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.
The Offering was completed on November 10, 2025 pursuant to the Company’s registration statement on Form S-3 (File No. 333-270000) (the “Registration Statement”), dated February 24, 2023, as supplemented by a prospectus supplement in preliminary form filed November 3, 2025 and in final form filed November 5, 2025, and a free writing prospectus dated November 3, 2025. The Offering was completed at a price to the public of 99.922% of the principal amount of the Notes. The Notes were sold to the Underwriters with an underwriting discount of 0.65%. The Notes were issued pursuant to the Senior Indenture, dated as of March 10, 2009, as amended by the First Supplemental Indenture, dated as of August 18, 2020 (as so amended, the “Senior Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
The Company intends to use a portion of the net proceeds from the Offering to fund the repayment of its 3.625% Senior Notes due 2026, of which $400 million aggregate principal amount was outstanding as of the date hereof, on or prior to their maturity. The Company intends to use the remainder of the net proceeds from the Offering for general corporate purposes, which may include the repayment of other debt on or prior to its maturity.
The Notes are the Company’s senior unsecured debt obligations, and rank equally with all of the Company’s other present and future unsecured unsubordinated obligations. The Notes bear interest at a per-annum rate of 5.350%. The Company will make interest payments on the Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
The Notes will mature on November 15, 2035. However, prior to August 15, 2035 (three months prior to their maturity date) (the “Par Call Date”), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the final prospectus supplement) plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and
unpaid interest thereon to the redemption date. On or after the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Senior Indenture contains customary events of default. If an event of default exists under the Senior Indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all of the Notes, together with accrued interest, if any, to be immediately due and payable.
The foregoing summary of the terms of the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Senior Indenture, incorporated by reference in Exhibits 4.1 and 4.4 to the Registration Statement, and (ii) the form of the Notes filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are provided as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated November 3, 2025, between the Company and the underwriters named therein. | |
| 4.1 | Form of 5.350% Senior Note due 2035. | |
| 5.1 | Opinion of Eric B. Wilmer, Assistant Vice President and Senior Counsel of Lincoln National Corporation, dated November 10, 2025. | |
| 5.2 | Opinion of Wachtell, Lipton, Rosen & Katz, dated November 10, 2025. | |
| 23.1 | Consent of Eric B. Wilmer (included in Exhibit 5.1 to this Current Report on Form 8-K). | |
| 23.2 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.2 to this Current Report on Form 8-K). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LINCOLN NATIONAL CORPORATION | ||
| By | /s/ Adam M. Cohen | |
| Name: | Adam M. Cohen | |
| Title: | Senior Vice President, | |
| Chief Accounting Officer and Treasurer | ||
Date: November 10, 2025