Company Update

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 July 7, 2021 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 of incorporation)   (Commission File Number)   (IRS Employer 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 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 8.01. Other Events. On July 7, 2021, Lincoln National Corporation (the “Company”) announced that it has commenced offers to exchange the Company’s 7.00% Capital Securities due 2066 and 6.05% Capital Securities due 2067 (collectively, the “capital securities”) for newly issued subordinated notes with the same respective maturities (the “subordinated notes”), and is also soliciting consents to amend the indentures governing the capital securities to eliminate various terms and conditions and other provisions (such offers to exchange together with such consent solicitations, the “exchange offers”). The exchange offers are being made pursuant to the terms and conditions set forth in the Company’s preliminary prospectus, dated as of July 7, 2021, included in the Company’s registration statement on Form S-4 relating to the issuance of the subordinated notes, which was filed with the Securities and Exchange Commission on July 7, 2021, but has not yet been declared effective. Filed as Exhibit 99.1 and incorporated herein by reference is a copy of the press release announcing the exchange offers. Item 9.01. Financial Statements and Exhibits (d) Exhibits   Exhibit Number    Description 99.1    Press Release, dated July 7, 2021. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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/ Randal J. Freitag Name:   Randal J. Freitag Title:   Executive Vice President and Chief Financial Officer Date: July 7, 2021