Form 8-K
8-K — LINCOLN NATIONAL CORP
Accession: 0001193125-26-341190
Filed: 2026-08-10
Period: 2026-08-06
CIK: 0000059558
SIC: 6311 (LIFE INSURANCE)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d104957d8k.htm (Primary)
EX-99.1 (d104957dex991.htm)
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8-K
8-K (Primary)
Filename: d104957d8k.htm · Sequence: 1
8-K
LINCOLN NATIONAL CORP false 0000059558 0000059558 2026-08-06 2026-08-06 0000059558 us-gaap:CommonStockMember 2026-08-06 2026-08-06 0000059558 us-gaap:SeriesDPreferredStockMember 2026-08-06 2026-08-06
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
August 6, 2026
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
Depositary Shares, each representing a 1/1000th 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 August 6, 2026, Christopher Neczypor, Executive Vice President and Chief Financial Officer (“CFO”), notified Lincoln National Corporation (the “Company”) of his intention to leave the Company to pursue another employment opportunity outside of our industry, and his departure is not related to the Company’s financial or operating results or to any disagreements with the Company, its management or its Board of Directors regarding the Company’s financial, operational, accounting or reporting policies or practices. Mr. Neczypor will remain with the Company through the end of August to help with the transition.
In connection with Mr. Neczypor’s departure, the Company appointed Adam M. Cohen, Senior Vice President, Chief Accounting Officer and Treasurer to serve as the Company’s interim CFO, effective immediately, while the Company conducts a comprehensive search to identify Mr. Neczypor’s successor. Mr. Cohen, age 41, joined the Company in March 2022 and has served as the Company’s Senior Vice President, Chief Accounting Officer, since that time. Mr. Cohen became Treasurer in February 2024. Prior to joining the Company, Mr. Cohen served since 2020 as Chief Financial Officer at Archwell Holdings, LLC, a holding company with a portfolio of corporate services, technology, and consulting companies focused on the mortgage and finance industry.
While serving as interim CFO, Mr. Cohen will receive an annual base salary of $550,000 and a target award of 300% of his base salary under the Corporation’s annual incentive program (“AIP”) to be pro-rated for 2026, in each case subject to approval by the Compensation Committee (the “Committee”) of the LNC Board of Directors. In addition, he will receive a target award of $1,600,000, pro-rated for 2026, under the Corporation’s long-term incentive program (“LTIP”), and a retention grant of $1,000,000 under the LTIP, subject to approval by the Committee. The AIP and LTIP are both established under our shareholder-approved 2020 Lincoln National Corporation Incentive Compensation Plan. The Committee established the performance measures and target performance goals for the 2026 AIP and LTIP at its regular meeting on February 19, 2026. Any awards under the AIP and LTIP will be paid out after the end of the applicable performance period only upon the Committee’s determination that threshold performance has been achieved for the performance measures.
Item 7.01. Regulation FD Disclosure
On August 10, 2026, the Company issued a press release, a copy of which is furnished as exhibit 99.1 hereto, announcing the matters described in Item 5.02 above.
This press release is being furnished under this Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
99.1
Press release dated August 10, 2026.
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/ Nancy A. Smith
Name:
Nancy A. Smith
Title:
Senior Vice President, Corporate Secretary
Date: August 10, 2026
EX-99.1
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EX-99.1
Exhibit 99.1
For Immediate Release
LINCOLN FINANCIAL ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION
Adam Cohen Appointed Interim Chief Financial Officer
RADNOR, Pa., August 10, 2026 – Lincoln Financial (NYSE: LNC) today announced that Chris Neczypor, Executive Vice President and
Chief Financial Officer, has decided to leave the company to pursue another opportunity outside of the industry. Adam Cohen, Senior Vice President, Chief Accounting Officer and Treasurer, has been appointed Interim Chief Financial Officer, effective
immediately. Neczypor will remain with Lincoln through the end of August to ensure a smooth transition. Lincoln will conduct a comprehensive search process to identify its permanent Chief Financial Officer that will include consideration of both
internal and external candidates.
“Chris has been an excellent leader during a critical period for Lincoln,” said Ellen Cooper, Chairman,
President and Chief Executive Officer. “His judgment, strategic perspective and deep financial expertise have been important to Lincoln over the past three years. The progress we have made reflects the collective efforts of an exceptional
team, and Chris has played a key role in helping advance our transformation. I am grateful for his many contributions and wish him every success.”
“Lincoln enters this next chapter from a position of strength,” Cooper continued. “This phase of our strategy represents an inflection
point, with a clear path forward, strong momentum and meaningful opportunity ahead. We are positioned to continue delivering more durable earnings and free cash flow, strategically investing to drive long-term growth, and allocating capital with
discipline to create long-term shareholder value.”
“Adam is a strong, well-respected leader who brings deep command of our businesses and
products,” Cooper added. “As Chief Accounting Officer, he has excelled at strengthening our financial controls and driving expense discipline across the enterprise. As Treasurer, he developed and oversees our funding agreement program
and brings deep experience in capital markets. That skill set makes him exceptionally well prepared to head our finance organization while we complete our search.”
Cohen has served as the company’s Chief Accounting Officer since 2022, assuming responsibility for
Treasury in 2024. Additionally, he oversees enterprise expense management and fixed income investor relations. Previously, he also led the company’s Investor Relations. Before joining Lincoln, Cohen served as Chief Financial Officer of
Archwell and spent 13 years with EY in insurance audit and advisory roles. He holds an MBA from the Wharton School of the University of Pennsylvania, a Master of Science in Accounting from the University of Virginia and a Bachelor of Science in
Business Administration from Bucknell University.
About Lincoln Financial
Lincoln Financial helps people confidently plan for their vision of a successful financial future. As of December 31, 2025, approximately 17 million
customers trust our guidance and solutions across four core businesses – annuities, life insurance, group protection, and retirement plan services. As of June 30, 2026, the company had $366 billion in
end-of-period account balances, net of reinsurance. Headquartered in Radnor, PA., Lincoln Financial is the marketing name for Lincoln National Corporation (NYSE: LNC)
and its affiliates. Learn more at LincolnFinancial.com.
Forward-Looking Statements – Cautionary Language
Certain statements made in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements.
Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” and other words or phrases with similar
meaning in connection with a discussion of future operating or
2
financial performance. In particular, these include statements relating to future actions, performance or financial results, including our belief that the company is positioned to continue
delivering more durable earnings and free cash flow, strategically investing to drive long-term growth, and allocating capital with discipline to create long-term shareholder value. Our most recent Annual Report on Form 10-K, as well as other reports that we file with the SEC, include risk factors that could affect our future actions, businesses and financial performance and results. Moreover, we operate in a rapidly changing and
competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the effect of all risk factors on our businesses or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a
prediction of actual results. In addition, we disclaim any obligation to correct or update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.
Contacts:
John Muething
Amy Ponticello
Investor Relations
Media Relations
Investorrelations@LFG.com
Media@LFG.com
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