Shares and Stockholders’ Equity

6 Months Ended

Jun. 30, 2025

Stockholders' Equity Note [Abstract]

Shares and Stockholders' Equity

Shares and Stockholders’ Equity

Preferred Shares

Preferred stock authorized, issued and outstanding (number of shares) was as follows:

	As of June 30, 2025			As of December 31, 2024
	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding
9.250% Fixed Rate Reset Non-Cumulative
Preferred Stock, Series C	20,000	20,000	20,000	20,000	20,000	20,000
9.000% Non-Cumulative Preferred Stock,   Series D	20,000	20,000	20,000	20,000	20,000	20,000
Not designated	9,960,000	–	–	9,960,000	–	–
Total preferred shares	10,000,000	40,000	40,000	10,000,000	40,000	40,000

The per share and aggregate dividends declared for preferred stock by series (in millions except per share data) was as follows:

	For the Three Months Ended June 30,
	2025				2024
	Dividend		Aggregate		Dividend		Aggregate
Series	Per Share		Dividend		Per Share		Dividend
Series C	$	–	$	–	$	–	$	–
Series D	562.50		11		562.50		11
Total	$	562.50	$	11	$	562.50	$	11

	For the Six Months Ended June 30,
	2025				2024
	Dividend		Aggregate		Dividend		Aggregate
Series	Per Share		Dividend		Per Share		Dividend
Series C	$	1,156.25	$	23	$	1,156.25	$	23
Series D	1,125.00		23		1,125.00		23
Total	$	2,281.25	$	46	$	2,281.25	$	46

Common Shares

The changes in our common stock (number of shares) were as follows:

	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2025	2024	2025	2024
Common Stock
Balance as of beginning-of-period	170,695,166	170,016,887	170,380,646	169,666,137
Issuance of common stock	18,759,497	–	18,759,497	–
Stock compensation/issued for benefit   plans	116,241	171,600	430,761	522,350
Balance as of end-of-period	189,570,904	170,188,487	189,570,904	170,188,487

Our common stock is without par value.

Issuance of Common Stock

On June 5, 2025, we closed the previously announced stock purchase agreement (the “Purchase Agreement”) with Bain Capital Prairie, LLC (the “Buyer”), a newly formed subsidiary of Bain Capital, under which we agreed to sell shares representing 9.9% of our outstanding common stock on a post-issuance basis to the Buyer. Under the final terms, Lincoln issued 18,759,497 shares of common stock at $44.00 per share, based on a 25% premium to the 30-day volume-weighted average price as of April 8, 2025, for aggregate consideration of $825 million.

The Purchase Agreement provides for, among other things, certain limitations on the Buyer’s and certain of its affiliates’ ability to transfer common stock, purchase additional common stock, and take certain other actions with respect to the Company and its common stock, and an agreement that the Buyer and certain of its affiliates will, subject to certain limitations, vote common stock they beneficially own in favor of the matters recommended for approval by the Company’s board of directors (the “Board”). The Purchase Agreement also grants the Buyer the right to designate one observer to be present in a nonvoting capacity at all meetings of the Board and, following the first anniversary of the closing of the Transaction, the right to replace such observer with a voting member of the Board, in each case subject to the Buyer’s satisfaction of certain conditions and approval of the Board.

Earnings Per Share

The calculation of earnings per share (“EPS”) was as follows (in millions except per share data):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Net income (loss) available to common stockholders – basic	$	688	$	884	$	(69)	$	2,070
Deferred units of LNC stock in our
deferred compensation plans (1)	–		–		–		3
Net income (loss) available to common
stockholders – diluted	$	688	$	884	$	(69)	$	2,073
Weighted-average shares, as used in basic calculation	177,175,326		170,620,161		174,264,554		170,335,077
Incremental common shares from assumed exercise or
issuance of stock-based incentive compensation awards	2,773,060		1,553,402		2,769,320		1,324,837
Average deferred compensation shares (1)	654,279		719,003		–		703,742
Weighted-average shares, as used in diluted calculation (2)	180,602,665		172,892,566		177,033,874		172,363,656
Net income (loss) per share:
Basic	$	3.88	$	5.18	$	(0.39)	$	12.16
Diluted	3.80		5.11		(0.39)		12.03

(1)    We have participants in our deferred compensation plans who selected LNC stock as the measure for the investment return attributable to all or a portion of their deferral amounts. This obligation is settled in either cash or LNC stock pursuant to the applicable plan document. We exclude deferred units of LNC stock that are antidilutive from our diluted EPS calculation.

(2)     Due to reporting a net loss for the six months ended June 30, 2025, basic shares were used in the diluted EPS calculation for this period as the use of diluted shares would have resulted in a lower loss per share.

In the event the average market price of LNC common stock exceeds the issue price of stock options and the options have a dilutive effect to our EPS, such options will be shown in the table above.