8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 14, 2023

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)

Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150 N. Radnor Chester Road, Radnor, PA 19087

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (484) 583-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	LNC	New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D	LNC PRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 8.01. Other Events.

On December 14, 2023, Lincoln National Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Osaic Holdings, Inc., a Delaware corporation (“Osaic”), pursuant to which Osaic agreed to acquire all of the ownership interests in the subsidiaries of the Company that comprise the Company’s wealth management business, including Lincoln Financial Advisors Corporation (“LFA”) and Lincoln Financial Securities Corporation. The transaction is expected to close in the first half of 2024, subject to customary closing conditions, including regulatory approvals. Upon closing, the transaction is expected to provide approximately $700 million of capital benefit to the Company. The capital benefit is equal to the proceeds from the sale less transaction expenses and less the current statutory carrying value of LFA reflected on the books of its direct parent company, The Lincoln National Life Insurance Company, net of the required capital held against that carrying value.

On December 14, 2023, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated December 14, 2023.
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/ Christopher Neczypor
Name:	Christopher Neczypor
Title:	Executive Vice President and
	Chief Financial Officer

Date: December 14, 2023

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

LINCOLN FINANCIAL GROUP ENTERS AGREEMENT

TO SELL WEALTH MANAGEMENT BUSINESS TO OSAIC, INC.

❖ Lincoln’s independent broker-dealer and registered investment advisory firms, including a national network of financial professionals, will be acquired by Osaic effective upon the transaction closing, which is expected in the first half of 2024.

❖ The transaction is expected to provide approximately $700 million of capital benefit to Lincoln upon closing, which is anticipated to be used primarily to increase the company’s risk-based capital ratio. Lincoln also plans to use a portion of the capital benefit to reduce its leverage ratio. There are no expected material impacts to ongoing free cash flow or earnings as a result of this transaction.

❖ Lincoln retains all aspects of Lincoln Financial Distributors (LFD), its industry-leading wholesale distribution franchise, which drives organic growth across Lincoln’s distinct retail product value propositions through a broad distribution network. Lincoln will also retain its channel of independent agents, which will now be part of LFD. Additionally, as part of the transaction, LFD will further expand its strong distribution relationship with Osaic, including the network of financial professionals that will transition as part of this transaction, and Osaic’s broader financial professional network.

RADNOR, Pa., Dec. 14, 2023 – Lincoln Financial Group (NYSE: LNC) today announced that it has signed a stock purchase agreement with Osaic, Inc. (Osaic), one of the nation’s largest providers of wealth management solutions, which will acquire Lincoln’s wealth management business, including all ownership interests in the Lincoln subsidiary entities comprising that business. The transaction is expected to provide approximately $700 million of capital benefit to Lincoln upon closing, which is anticipated to be used primarily to increase the company’s risk-based capital ratio. Lincoln also plans to use a portion of the capital benefit to reduce its leverage ratio. There are no expected material impacts to ongoing free cash flow or earnings as a result of this transaction. The transaction is expected to close in the first half of 2024, subject to customary closing conditions, including regulatory approvals.

The transaction will include the sale to Osaic of Lincoln Financial Advisors Corporation (LFA) and Lincoln Financial Securities Corporation (LFS) – the company’s two independent broker-dealer and registered investment advisory firms. Together, these entities comprise a national network of approximately 1,450 financial professionals. Additionally, Lincoln’s home-office employees who support the wealth management business will transition to Osaic to continue to lead and support the business.

Lincoln will retain all aspects of Lincoln Financial Distributors (LFD), its industry-leading wholesale distribution franchise, which drives organic growth across Lincoln’s distinct retail product value propositions through a broad distribution network. Lincoln will also retain its channel of independent agents, which will now be part of LFD. Additionally, as part of the transaction, LFD will further expand its strong distribution relationship with Osaic, including the network of financial professionals that will transition as part of this transaction, and Osaic’s broader financial professional network.

“As we look ahead, we will continue to focus on growing our individual insurance solutions and workplace solutions businesses and leveraging our core strengths, including our distribution leadership and strong brand, to deliver future value for all of our stakeholders,” said Ellen Cooper, Chairman, President and CEO of Lincoln Financial Group. “We are pleased to have found a strong long-term home for Lincoln’s wealth management business, and we believe this transaction will greatly benefit this national network of financial professionals who deliver invaluable services for their clients each and every day. We look forward to our continued partnership with our colleagues who will join Osaic, and together, we will ensure continuity and support a smooth and seamless transition.”

“We’re excited to welcome Lincoln Wealth’s impressive leadership team, financial professionals and dedicated employees to Osaic. This transaction was driven by the strong partnership between Osaic and Lincoln Financial Group which will continue into the future,” said Jamie Price, CEO of Osaic. “The cultural alignment between Lincoln Wealth and Osaic makes this a natural fit and we look forward to continuing to serve this network of financial professionals with the strong culture of community and development they have built.”

Wells Fargo Securities, LLC is serving as exclusive financial advisor to Lincoln National Corporation in connection with the transaction.

FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE

Certain statements made in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, performance or financial results, including the closing of the transaction and the timing thereof, the expected capital benefit and uses thereof, and the expected impact of the transaction on free cash flow and earnings. Our most recent Annual Report on Form 10-K, as well as other reports that we file with the SEC, include risk factors that could affect our future actions, businesses and financial performance and results. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.

About Lincoln Financial Group

Lincoln Financial Group helps people to plan, protect and retire with confidence. As of Dec. 31, 2022, approximately 16 million customers trust our guidance and solutions across four core businesses – annuities, life insurance, group protection and retirement plan services. As of September 30, 2023, the company had $290 billion in end-of-period account balances, net of reinsurance. Headquartered in Radnor, Pa., Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE: LNC) and its affiliates. Learn more at LincolnFinancial.com.

Contacts:	Tina Madon	Amy Ponticello
	800-237-2920	484-269-7151
	Investor Relations	Media Relations
	InvestorRelations@LFG.com	Amy.Ponticello@LFG.com

XML

Document and Entity Information	Dec. 14, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	LINCOLN NATIONAL CORP
Amendment Flag	false
Entity Central Index Key	0000059558
Document Type	8-K
Document Period End Date	Dec. 14, 2023
Entity Incorporation State Country Code	IN
Entity File Number	1-6028
Entity Tax Identification Number	35-1140070
Entity Address, Address Line One	150 N. Radnor Chester Road
Entity Address, City or Town	Radnor
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	(484)
Local Phone Number	583-1400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock
Trading Symbol	LNC
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D
Trading Symbol	LNC PRD
Security Exchange Name	NYSE