Every material Form 8-K Lincoln Financial has filed with the SEC since August 26, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Lincoln Financial reported third quarter 2026 net income available to common stockholders of $1.3 billion, or $6.77 per diluted share, up from $411 million, or $2.12, a year earlier. Adjusted operating income available to common stockholders fell to $339 million, or $1.72 per diluted share, from $397 million, or $2.04, and both figures include an unfavorable annual assumption review impact. The company also resumed share repurchases and reported higher holding company liquidity, though Group Protection results fell short of its expectations.
Net income available to common stockholders was $1.3 billion, or $6.77 per diluted share, versus $411 million, or $2.12, a year earlier; the annual assumption review reduced it by $0.47 per diluted share.
Adjusted operating income available to common stockholders was $339 million, or $1.72 per diluted share, versus $397 million, or $2.04, a year earlier.
Group Protection operating margin was 5.5% excluding the assumption review, down 260 basis points year over year; operating income was $77 million before the review.
Holding company available liquidity, net of prefunding, rose to $1.0 billion; the company repurchased $50 million of common stock and retired $437 million of preferred stock.
Lincoln National's chief financial officer, Christopher Neczypor, is leaving the company to pursue another opportunity outside the industry, and the company says the departure is not related to its financial or operating results. Adam Cohen, the company's chief accounting officer and treasurer, takes over as interim CFO while Lincoln searches for a permanent successor.
Neczypor notified the company on August 6, 2026, and will remain through the end of August to help with the transition.
Cohen, age 41, joined Lincoln in March 2022 and became treasurer in February 2024.
Cohen's interim pay includes a $550,000 base salary, a 300% target annual incentive, a $1,600,000 pro-rated LTIP target and a $1,000,000 retention grant, subject to Compensation Committee approval.
Lincoln National reported second-quarter 2026 net income available to common stockholders of $1.3 billion, or $6.72 per diluted share, up from $688 million, or $3.80, a year earlier. Adjusted operating income available to common stockholders was $439 million, or $2.24 per diluted share, compared with $427 million, or $2.36, in the prior-year quarter, and the company attributed the gap between the two measures mainly to non-economic changes in market risk benefits.
Net income available to common stockholders: $1.3 billion, or $6.72 per diluted share, versus $688 million, or $3.80, a year earlier
Adjusted operating income available to common stockholders: $439 million, or $2.24 per diluted share, versus $427 million, or $2.36, a year earlier
Holding company available liquidity, net of prefunding, rose to $903 million; the company completed a $500 million subordinated debt issuance
Group Protection operating margin fell to 10.4% from 12.5% a year earlier, partly due to a $15 million prior-year experience refund
Lincoln National Corporation reported a first-quarter 2026 net loss available to common stockholders of $211 million, or $1.10 per diluted share, compared with a loss of $756 million, or $4.41 per share, a year earlier. Adjusted operating income rose to $326 million, or $1.66 per diluted share, from $280 million, or $1.60 per share, and the company said holding company available liquidity, net of prefunding, increased to $805 million.
Net loss available to common stockholders was $211 million, or $1.10 per diluted share, versus $756 million, or $4.41 per share, in the first quarter of 2025.
Adjusted operating income available to common stockholders was $326 million, or $1.66 per diluted share, up from $280 million, or $1.60 per share.
Holding company available liquidity, net of prefunding, rose to $805 million from $466 million at March 31, 2025.
Annuities operating income fell 5% to $275 million, while Retirement Plan Services operating income rose 26% to $43 million.
Lincoln National said Brian Kroll, Executive Vice President and Head of Retail Life and Annuity Solutions, intends to retire effective June 1, 2026. The company described the move as part of a planned succession for its Retail Life and Annuities businesses, and the filing gives no financial figures.
Brian Kroll, Executive Vice President and Head of Retail Life and Annuity Solutions, is a named executive officer.
Retirement is effective June 1, 2026.
Company says the change is part of a planned succession for the Retail Life and Annuities businesses.
Notice was filed April 16, 2026, and signed by Senior Vice President and Secretary Nancy A. Smith.
Lincoln National Corporation entered into a Third Amended and Restated Credit Agreement on March 27, 2026, with Bank of America, N.A. as administrative agent. The unsecured facility allows letters of credit and borrowing of up to $2.0 billion and replaces the agreement dated December 21, 2023. The filing describes it as containing customary terms and covenants, and the company's financing capacity is governed by these terms.
Facility allows borrowing and letters of credit of up to $2.0 billion, unsecured
Commitment termination date is March 27, 2031
Letter of credit fee of 1.0% per annum and facility fee of 0.125% per annum, both adjusting with credit ratings
Minimum consolidated net worth covenant set at $9,932,000,000 plus 50% of net equity issuance proceeds received after December 31, 2025
Lincoln National reported fourth-quarter 2025 net income available to common stockholders of $745 million, or $3.80 per diluted share, down from $1,675 million, or $9.63, a year earlier. Adjusted operating income available to common stockholders rose to $434 million, or $2.21 per diluted share, from $332 million, or $1.91, and the company attributed the gap mainly to the non-economic impact of changes in market risk benefits. Holding company available liquidity was $655 million at year-end, net of prefunding.
Q4 2025 net income available to common stockholders was $745 million ($3.80 per diluted share), versus $1,675 million ($9.63) in Q4 2024.
Q4 2025 adjusted operating income available to common stockholders was $434 million ($2.21 per diluted share), versus $332 million ($1.91) a year earlier.
Full-year 2025 net income available to common stockholders was $1,086 million ($5.83 per diluted share), versus $3,187 million ($18.41) in 2024; full-year adjusted per-share income was $8.23, versus $7.07.
Book value per share including AOCI was $51.88 at December 31, 2025, versus $42.60 at December 31, 2024.
Lincoln National reported third quarter 2025 net income available to common stockholders of $411 million, or $2.12 per diluted share, compared with a loss of $562 million a year earlier. Adjusted operating income was $397 million, or $2.04 per diluted share, slightly below $2.06 a year earlier, and an annual assumption review reduced net income by $50 million in the quarter.
Net income available to common stockholders was $411 million, or $2.12 per diluted share, versus a loss of $562 million in Q3 2024.
Adjusted operating income available to common stockholders was $397 million, or $2.04 per diluted share, versus $2.06 in Q3 2024.
The annual assumption review cut net income by $50 million in the quarter.
Annuities sales were $4.5 billion, up 32% year over year, and the company recorded $174 billion in ending account balances, a record high.
Lincoln National reported second quarter 2025 results, with adjusted operating income per diluted share up to $2.36 from $1.87 a year earlier while GAAP net income available to common stockholders fell to $688 million from $884 million. The company said it closed its transaction with Bain Capital, which it expects to support acceleration of strategic priorities. The GAAP decline reflects large non-operating items, including a $0.3 billion net after-tax gain, so shareholders will see the two earnings measures moving in opposite directions.
Net income available to common stockholders was $688 million, or $3.80 per diluted share, versus $884 million, or $5.11, in the prior-year quarter.
Adjusted operating income available to common stockholders was $427 million, or $2.36 per diluted share, versus $324 million, or $1.87, a year earlier.
Group Protection operating income was $173 million, up 33%, with an operating margin of 12.5%.
The company closed its transaction with Bain Capital; the filing gives no deal value or terms.
At its May 22, 2025 annual meeting, Lincoln National's shareholders approved Amendment No. 4 to the 2020 Incentive Compensation Plan, adding 1,750,000 shares for a total of 17,800,000 and raising the maximum cash award for non-director participants from $8,000,000 to $12,000,000. The Board also reduced its authorized size from eleven to ten members, and shareholders did not approve a non-binding proposal requiring an independent board chair.
Plan share authorization rose by 1,750,000 shares to 17,800,000, and the cash award cap increased from $8,000,000 to $12,000,000
Bylaws amended effective May 22, 2025 to cut authorized Board seats from eleven to ten
Independent board chair proposal not approved: 44,660,726 for and 71,754,818 against
All ten director nominees elected; Ernst & Young LLP ratified as 2025 auditor with 142,755,514 votes for
Lincoln National reported a first-quarter 2025 net loss available to common stockholders of $756 million, or $4.41 per diluted share, compared with net income of $1,191 million a year earlier. The company said the loss mainly reflected changes in market risk benefits from lower interest rates and equity markets, while adjusted operating income rose to $280 million, or $1.60 per diluted share, from $210 million, or $1.22.
Net loss available to common stockholders was $756 million, or $4.41 per diluted share, versus net income of $1,191 million, or $6.93 per diluted share, in Q1 2024.
Adjusted operating income available to common stockholders was $280 million, or $1.60 per diluted share, up from $210 million, or $1.22.
Group Protection operating income rose 26% to $101 million, with an operating margin of 7.4%.
A minority investment from Bain Capital is expected to close in the second half of 2025.
Lincoln National Corporation elected James (Jim) Morris, former Chairman, President and CEO of Pacific Life Insurance Company, as a director effective March 3, 2025, and amended its bylaws to raise the authorized board size from ten to eleven. The filing describes a board governance change with no reported financial figures, and Morris's director pay follows the company's standard non-employee director practices.
James Morris elected director effective March 3, 2025, with a term ending at the 2025 Annual Meeting of Shareholders
Morris appointed to the Compensation Committee and the Finance Committee; the Board determined he is independent
Bylaws amended effective March 3, 2025 to increase authorized Board members from ten to eleven
Annual director retainer of $290,000, of which $180,000 is paid in deferred stock units tied to common stock
Lincoln National reported fourth-quarter 2024 net income available to common stockholders of $1.7 billion, or $9.63 per diluted share, compared with a loss of $1.2 billion a year earlier. Adjusted operating income available to common stockholders rose to $332 million, or $1.91 per diluted share, from $252 million, and the company said the large net income figure was driven mainly by non-economic items such as a $1.2 billion pre-tax change in market risk benefits. For shareholders, the headline earnings measures improved, but the reported net income is heavily affected by items the company excludes from its adjusted figures.
Q4 2024 net income available to common stockholders was $1.7 billion, or $9.63 per diluted share, versus a loss of $1.2 billion, or $7.35 per share, in Q4 2023
Q4 2024 adjusted operating income available to common stockholders was $332 million, or $1.91 per diluted share, versus $252 million, or $1.47 per share, a year earlier
Full-year 2024 adjusted operating income available to common stockholders was $1.2 billion, or $7.07 per diluted share, versus $5.32 in 2023
Group Protection reported Q4 operating income of $107 million with an 8.4% margin, while Life Insurance posted an operating loss of $15 million
Lincoln National director Janet Liang resigned from the board effective immediately, citing a new employment opportunity and not any disagreement with the company. The board also amended the bylaws, effective January 31, 2025, to reduce the authorized number of board members from eleven to ten.
Janet Liang submitted her resignation as director on January 30, 2025, effective immediately
Liang resigned to pursue a new employment opportunity; the filing cites no disagreement with the company
Bylaw amendment effective January 31, 2025 cuts authorized board seats from eleven to ten
Lincoln National Corporation reported a third quarter 2024 net loss available to common stockholders of $562 million, or $3.29 per diluted share, compared with net income of $819 million a year earlier. Adjusted operating income rose to $358 million, or $2.06 per diluted share, from $50 million, or $0.29, in the prior-year quarter, but the GAAP loss reflects a $446 million pre-tax charge tied to the Fortitude Re reinsurance transaction and a $381 million pre-tax charge from market risk benefits.
GAAP net loss available to common stockholders was $(562) million, or $(3.29) per diluted share, versus $819 million, or $4.79 per diluted share, in Q3 2023.
Adjusted operating income available to common stockholders was $358 million, or $2.06 per diluted share, versus $50 million, or $0.29, a year earlier.
A $(446) million pre-tax net loss, or $(2.61) per diluted share, was primarily driven by a change in the fair value of an embedded derivative related to the Fortitude Re reinsurance transaction.
Estimated RBC ratio was in excess of 420% at quarter-end, compared with 375-385% at September 30, 2023.
Lincoln National's Compensation Committee adopted an amended Severance Plan for Officers on August 22, 2024, adding the chief executive officer as a participant. If the CEO is involuntarily terminated other than for cause, the CEO would receive two times annual base salary plus target annual bonus, paid over 104 weeks. The filing describes this as a compensation change with no financial results or operating events reported.
Plan amended and restated effective August 22, 2024, adding the CEO as a participating officer
Severance equals two times the CEO's annual base salary plus target annual incentive bonus, paid over 104 weeks
Other plan terms, as described in the April 11, 2024 proxy statement, remain unchanged; the full plan is filed as Exhibit 10.1
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