Executive Change · Bylaw Amendment

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 May 22, 2025 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 1/1000 th 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 22, 2025, at the Lincoln National Corporation (“Company”) 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), the Company’s shareholders approved Amendment No. 4 (the “Amendment”) to the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended by Amendment Nos. 1, 2 and 3 thereto (as amended, the “2020 Plan”). The Amendment (i) increased the total number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by 1,750,000 shares, to 17,800,000 shares, and (ii) increased the maximum cash amount that any 2020 Plan participant (other than a non-employee director) may earn (a) as an annual incentive award in respect of any fiscal year and (b) as a performance award or other award payable in cash in respect of any individual performance period in any 12-month period, in each case, from $8,000,000 to $12,000,000. A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The material terms and conditions of the 2020 Plan are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 10, 2025, at pages 96-102. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 22, 2025, the Company’s Board of Directors (the “Board”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective the same date, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from eleven to ten. The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company’s 2025 Annual Meeting was held on May 22, 2025. Shareholders voted as follows on the matters presented for a vote. Item 1. Election of Directors The ten nominees for election to the Board were elected, each for a term expiring at the Company’s 2026 Annual Meeting of Shareholders, based upon the following votes: Director Nominee For Against Abstentions Broker Non-Votes Deirdre P. Connelly 113,232,700 3,601,028 518,901 29,196,280 Ellen G. Cooper 108,792,797 8,360,942 198,890 29,196,280 William H. Cunningham 109,938,059 6,543,215 871,355 29,196,280 Reginald E. Davis 115,374,408 1,669,781 308,440 29,196,280 Eric G. Johnson 112,094,104 4,967,929 290,596 29,196,280 Gary C. Kelly 112,140,914 4,936,366 275,349 29,196,280 M. Leanne Lachman 109,459,271 7,446,019 447,339 29,196,280 Dale LeFebvre 115,359,871 1,635,786 356,972 29,196,280 James Morris 115,249,559 1,587,969 515,101 29,196,280 Owen Ryan 114,814,141 2,034,304 504,184 29,196,280 Item 2. Ratification of Auditors The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2025 was approved based on the following votes: For Against Abstentions 142,755,514 3,480,266 313,129 There were no broker non-votes for this item. Item 3. Advisory Resolution on Executive Compensation The proposal to approve an advisory resolution regarding the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2025 Proxy Statement, was approved based on the following votes: For Against Abstentions Broker Non-Votes 109,461,830 6,936,749 954,050 29,196,280 Item 4. Approval of Amendment to Lincoln National Corporation 2020 Incentive Compensation Plan The proposal to approve the Amendment to the 2020 Plan was approved based on the following votes: For Against Abstentions Broker Non-Votes 81,079,551 35,673,743 599,335 29,196,280 Item 5. Non-Binding Shareholder Proposal Regarding Independent Board Chair The non-binding shareholder proposal to amend the Company’s corporate governance documents to require an independent board chairman was not approved based on the following votes: For Against Abstentions Broker Non-Votes 44,660,726 71,754,818 937,085 29,196,280 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Bylaws of the Company, effective May 22, 2025. 10.1 Amendment No. 4 to the Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 2 2 , 202 5 ). * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * This exhibit is a management contract or a compensatory plan or arrangement. 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/ Nancy A. Smith Name: Nancy A. Smith Title: Senior Vice President and Secretary      Date: May 23, 2025