Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on May 24, 2024

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lincoln National Corporation

(Exact Name of Registrant as Specified in Its Charter)


Indiana (State or Other Jurisdiction of Incorporation or Organization)			35-1140070 (I.R.S. Employer Identification No.)

150 N. Radnor-Chester Road

Radnor, PA 19087

(Address of Principal Executive Offices) (Zip Code)

Lincoln National Corporation

2020 Incentive Compensation Plan

(Full Title of Plan)

Nancy A. Smith

Senior Vice President and Secretary

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA 19087

(Name and Address of Agent for Service)

(484) 583-1400

(Telephone Number, including area code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [X]			Accelerated filer [ ]
Non-accelerated filer [ ]			Smaller reporting company [ ]
			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 7(a)(2)(B) of Securities Act. [ ]

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, Lincoln National Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 4,500,000 shares of its common stock, no par value, that may be issued under the Lincoln National Corporation 2020 Incentive Compensation Plan (the “Plan”), following the amendment to the Plan to increase the number of shares issuable under the Plan that was approved by the Registrant’s shareholders on, and became effective as of, May 23, 2024. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 (File Nos. 333-239117, 333-265314 and 333-272223) filed with the Securities and Exchange Commission on June 12, 2020, May 31, 2022, and May 26, 2023, respectively, to the extent not superseded hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents and information previously filed by Lincoln National Corporation (the “Corporation”) with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in the Registration Statement:


•the Corporation’s Annual Report on Form 10-K (File No. 1-6028) for the fiscal year ended December 31, 2023, filed with the Commission on February 22, 2024;

•the Corporation’s Quarterly Report on Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2024, filed with the Commission on May 2, 2024;

•the Corporation’s Current Reports on Form 8-K (file No 1-6028) filed with the Commission on March 14, 2024, May 15, 2024 and May 24, 2024.

•the description of the Corporation’s Common Stock contained in Form 10 filed with the Commission on April 28, 1969 (File No. 1-6028), including any amendments or reports filed for the purpose of updating that description.

Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, each document filed subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained therein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 8. Exhibits.


No.			Exhibit
4.1			Restated Articles of Incorporation of LNC are incorporated by reference to Exhibit 3.1 of LNC’s Form 8-K (File No. 1-6028) filed with the SEC on August 14, 2017.
4.2			Articles of Amendment of the Restated Articles of Incorporation of LNC designating the 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, dated November 18, 2022, is incorporated by reference to Exhibit 3.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on November 22, 2022.
4.3			Articles of Amendment of the Restated Articles of Incorporation of LNC designating the 9.000% Non-Cumulative Preferred Stock, Series D, dated November 18, 2022, is incorporated by reference to Exhibit 3.2 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on November 22, 2022.
4.4			Amended and Restated Bylaws of LNC (effective September 11, 2023) are incorporated by reference to Exhibit 3.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on September 11, 2023.
4.5*			Lincoln National Corporation 2020 Incentive Compensation Plan, incorporated by reference to Exhibit 4.3 to the Corporation’s Registration Statement on Form S-8 (File No. 333-239117) filed with the Commission on June 12, 2020.
4.6*			Amendment No. 1 to Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 27, 2022), incorporated by reference to Exhibit 4.4 to the Corporation’s Registration Statement on Form S-8 (File No. 333-265314) filed with the Commission on May 31, 2022.
4.7*			Amendment No. 2 to Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 25, 2023), incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K (File No. 1-6028) filed with the Commission on May 26, 2023.
4.8*			Amendment No. 3 to Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 23, 2024), incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K (File No. 1-6028) filed with the Commission on May 24, 2024.
5.1			Opinion of Eric B. Wilmer, Esq., as to the legality of the securities being registered.
23.1			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2			Consent of Eric B. Wilmer, Esq. (included in Exhibit 5.1).
24.1			Power of Attorney (contained on signature pages of this Registration Statement).
107			Filing Fee Table

* This exhibit is a management contract or a compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on the 24th day May, 2024.


			LINCOLN NATIONAL CORPORATION

			By:			/s/ Christopher Neczypor
						Christopher Neczypor, Executive Vice
						President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby makes, designates, constitutes and appoints Craig T. Beazer, Nancy A. Smith and Claire H. Hanna, and each of them (with full power and authority to act without the other), his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Ellen G. Cooper	Chairman, President and Chief Executive Officer	May 24, 2024
Ellen G. Cooper	(Principal Executive Officer)

/s/ Christopher Neczypor	Executive Vice President and Chief Financial Officer	May 24, 2024
Christopher Neczypor	(Principal Financial Officer)

/s/ Adam Cohen	Senior Vice President, Chief Accounting Officer and Treasurer	May 24, 2024
Adam Cohen	(Principal Accounting Officer)

/s/ Deirdre P. Connelly	Director	May 24, 2024
Deirdre P. Connelly

/s/ William H. Cunningham	Director	May 24, 2024
William H. Cunningham

/s/ Reginald E. Davis	Director	May 24, 2024
Reginald E. Davis


/s/ Eric G. Johnson	Director	May 24, 2024
Eric G. Johnson

/s/ Gary C. Kelly	Director	May 24, 2024
Gary C. Kelly

/s/ M. Leanne Lachman	Director	May 24, 2024
M. Leanne Lachman

/s/ Dale Le Febvre	Director	May 24, 2024
Dale LeFebvre

/s/ Janet Liang	Director	May 24, 2024
Janet Liang

/s/ Owen Ryan	Director	May 24, 2024
Owen Ryan

/s/ Lynn M. Utter	Director	May 24, 2024
Lynn M. Utter

Exhibit 5.1

[Letterhead of Eric B. Wilmer]

May 24, 2024

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, Pennsylvania 19087

Ladies and Gentlemen:

I have acted as counsel to Lincoln National Corporation, an Indiana corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the offer and sale of up to 4,500,000 shares of the Company's common stock, without par value, ("Common Stock") under the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended (the "Plan"). Terms defined in the Registration Statement and not otherwise defined herein are used with the meanings as so defined.

In so acting, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth. I have also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents.

Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion that the Common Stock issuable pursuant to the Registration Statement and the Plan will be, when issued in accordance with the terms of the Plan, validly issued, fully paid and nonassessable.

The opinion herein is limited to the corporate laws of the State of Indiana, and I express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.

I consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Eric B. Wilmer

Eric B. Wilmer

Assistant Vice President, Senior Counsel

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Lincoln National Corporation 2020 Incentive Compensation Plan of our reports dated February 22, 2024, with respect to the consolidated financial statements and financial statement schedules of Lincoln National Corporation and the effectiveness of internal control over financial reporting of Lincoln National Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

May 24, 2024

Exhibit 107

CALCULATION OF FILING FEE TABLES

FORM S-8

(Form Type)

Lincoln National Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type

Security
Class Title

Fee
Calculation
Rule

Amount
Registered(1)

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering

Price

Fee Rate

Amount of
Registration
Fee

Equity

Common Stock

(No Par Value)

Rule 457(c)
and Rule 457(h)

4,500,000(2)

$30.16(3)

$135,720,000(3)

$.0001476

$20,032.27(3)

Total Offering Amounts

$135,720,000

$20,032.27

Total Fee Offsets

Net Fee Due

$20,032.27



(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are being registered such additional shares as may be issuable pursuant to the anti-dilution provisions of the Lincoln National Corporation 2020 Incentive Compensation Plan (the “Plan”), by reason of stock splits, stock dividends, recapitalizations or similar transactions. The shares of common stock to which this Registration Statement relates are to be issued upon exercise of options and in connection with certain other stock-related awards, all of which will be granted or awarded under the Plan for no consideration. (2) Represents an additional 4,500,000 shares of Common Stock registered for issuance under the Plan as a result of an amendment to the Plan that increased the number of shares available for issuance. (3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $30.16 per share, which is the average of the high and low sale prices of the Registrant’s common stock as reported on the New York Stock Exchange on May 20, 2024.