XML 32 R21.htm IDEA: XBRL DOCUMENT v3.25.3
Shares and Stockholders’ Equity
 9 Months Ended
Sep. 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 September 30, 2025As of December 31, 2024
Shares AuthorizedShares IssuedShares OutstandingShares AuthorizedShares IssuedShares Outstanding
9.250% Fixed Rate Reset Non-Cumulative
Preferred Stock, Series C20,000 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 designated9,960,000 – – 9,960,000 – – 
Total preferred shares10,000,000 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 September 30,
20252024
DividendAggregateDividendAggregate
SeriesPer ShareDividendPer ShareDividend
Series C$1,156.25 $23 $1,156.25 $23 
Series D562.50 11 562.50 11 
Total$1,718.75 $34 $1,718.75 $34 

For the Nine Months Ended September 30,
20252024
DividendAggregateDividendAggregate
SeriesPer ShareDividendPer ShareDividend
Series C$2,312.50 $46 $2,312.50 $46 
Series D1,687.50 34 1,687.50 34 
Total$4,000.00 $80 $4,000.00 $80 

Common Shares

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

 For the Three
Months Ended
September 30, 		For the Nine
Months Ended
September 30,
2025202420252024
Common Stock
Balance as of beginning-of-period189,570,904 170,188,487 170,380,646 169,666,137 
Issuance of common stock– – 18,759,497 – 
Stock compensation/issued for benefit
  plans		349,723 152,980 780,484 675,330 
Balance as of end-of-period189,920,627 170,341,467 189,920,627 170,341,467 

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
September 30, 		For the Nine
Months Ended
September 30,
2025202420252024
Net income (loss) available to common stockholders – basic$411 $(562)$343 $1,508 
Deferred units of LNC stock in our
deferred compensation plans (1)
– – – 3 
Net income (loss) available to common
stockholders – diluted$411 $(562)$343 $1,511 
Weighted-average shares, as used in basic calculation190,826,396170,773,438179,845,834170,482,264
Incremental common shares from assumed exercise or
issuance of stock-based incentive compensation awards3,477,7092,075,4323,005,4491,575,034
Average deferred compensation shares (1)
– – – 710,256
Weighted-average shares, as used in diluted calculation (2)
194,304,105172,848,870182,851,283172,767,554
Net income (loss) per share:
Basic$2.15 $(3.29)$1.90 $8.85 
Diluted2.12 (3.29)1.87 8.75 

(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 three months ended September 30, 2024, 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.
AOCI

The following summarizes the components and changes in AOCI (in millions):

For the Nine
Months Ended
September 30,
20252024
Unrealized Gain (Loss) on Fixed Maturity AFS Securities and Certain
Other Investments
Balance as of beginning-of-year$(6,239)$(5,188)
Unrealized holding gains (losses)2,263 1,555 
Change in foreign currency exchange rate adjustment441 124 
Change in future contract benefits and policyholder account balances,
net of reinsurance(514)(382)
Income tax benefit (expense)(463)(276)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)(139)(163)
Income tax benefit (expense)29 34 
Balance as of end-of-period$(4,402)$(4,038)
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year$638 $375 
Unrealized holding gains (losses)277 305 
Change in foreign currency exchange rate adjustment(433)(121)
Income tax benefit (expense)33 (39)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)54 60 
Income tax benefit (expense)(11)(13)
Balance as of end-of-period$472 $473 
Market Risk Benefit Non-Performance Risk Gain (Loss)
Balance as of beginning-of-year$146 $1,070 
OCI before reclassification(260)(367)
Income tax benefit (expense) 56 78 
Balance as of end-of-period$(58)$781 
Policyholder Liability Discount Rate Remeasurement Gain (Loss)
Balance as of beginning-of-year$744 $587 
OCI before reclassification(342)(209)
Income tax benefit (expense) 72 44 
Balance as of end-of-period$474 $422 
Foreign Currency Translation Adjustment
Balance as of beginning-of-year$(29)$(26)
OCI before reclassification11 8 
Balance as of end-of-period$(18)$(18)
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year$(296)$(294)
OCI before reclassification(11)(8)
Balance as of end-of-period$(307)$(302)
    
The following summarizes the reclassifications out of AOCI (in millions) and the associated line item on the Consolidated Statements of Comprehensive Income (Loss):

For the Nine
Months Ended
September 30,
20252024
Unrealized Gain (Loss) on Fixed Maturity AFS
Securities and Certain Other Investments
Reclassification$(173)$(193)Realized gain (loss)
Associated change in future contract benefits34 30 Benefits
Reclassification before income tax benefit (expense)(139)(163)Income (loss) before taxes
Income tax benefit (expense)29 34 Federal income tax expense (benefit)
Reclassification, net of income tax$(110)$(129)Net income (loss)
Unrealized Gain (Loss) on Derivative Instruments
Interest rate contracts$– $(2)Net investment income
Interest rate contracts10 20 Interest and debt expense
Foreign currency contracts42 41 Net investment income
Foreign currency contracts2 1 Realized gain (loss)
Reclassification before income tax benefit (expense)54 60 Income (loss) before taxes
Income tax benefit (expense)(11)(13)Federal income tax expense (benefit)
Reclassification, net of income tax$43 $47 Net income (loss)