林肯国民美股招股说明书(2026-06-24版)

% Fixed-to-Fixed Reset Rate Subordinated Notes due 2056 Lincoln National Corporation, an Indiana corporation (the “Company,” “LNC,” the “Issuer,” “we,” “us,” or “our”), is offering $of its%Fixed-to-Fixed Reset Rate Subordinated Notes due 2056, or the “notes.” The notes are our unsecured, subordinated debt instruments and will bearinterest (i)from the date they are issued to, but excluding, July15, 2036, at an annual rate of%, and (ii)from, and including, July15, 2036, duringeach interest period at an annual rate equal to the five-year Treasury rate as of the most recent reset interest determination date, in each case to be reseton each interest reset date (which will include the initial interest reset date and subsequent five-year anniversaries thereof), plus%. Interest will bepayable semi-annually in arrears on January15 and July15 of each year, beginning on January15, 2027. So long as no event of default with respect tothe notes has occurred and is continuing, we have the right, on one or more occasions, to defer the payment of interest on the notes as described under“Description of Notes—Option to Defer Interest Payments” in this prospectus supplement for one or more consecutive interest periods up to five yearsfor any single deferral period. Deferred interest will accrue additional interest at an annual rate equal to the annual interest rate then applicable to thenotes. See “Description of Notes—Interest Rate and Interest Payment Dates” in this prospectus supplement for the definitions of “initial interest resetdate,” “interest period,” “five-year Treasury rate,” “reset interest determination date” and “interest reset date.” The principal amount of the notes will become due on July15, 2056. Payment of the principal on the notes will be accelerated only in the case ofour bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration in the case of default in the payment of interest onthe notes or the performance of any of our other obligations with respect to the notes. The notes will be our unsecured subordinated obligations, will rank senior to our variable rate Capital Securities due 2066 and variable rateCapital Securities due 2067, will rankpari passu, or equally, with all of our existing and future unsecured subordinated debt (including our variablerate Subordinated Notes due 2066 and our variable rate Subordinated Notes due 2067), the terms of which provide that such indebtedness ranks equallywith the notes, and will rank junior to all of our existing and future senior indebtedness (as such term is defined in and subject to the provisionsdescribed in this prospectus supplement under “Description of Notes — Subordination”). The notes will be structurally subordinated to all existing andfuture liabilities of our subsidiaries and will be effectively subordinated to our secured indebtedness to the extent of the value of the collateral securingsuch indebtedness. There will be no sinking fund for the notes. The notes will be obligations of us only and will not be obligations of, and will not beguaranteed by, any of our subsidiaries. We may, at our option, redeem the notes, in whole or in part, at any time and from time to time, at the redemption price described in “Descriptionof Notes—Redemption.” The notes are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other governmental agency. We do not intend to apply for the notes to be listed on any securities exchange or to arrange for the notes to be quoted on any automatedquotation system. Currently, there is no public market for the notes. Investing in the notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement and in our Annual Reporton Form 10-K for the fiscal year ended December31, 2025, which is incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contraryis a criminal offense. Per note Total (1)Plus accrued interest, if any, on the notes from and including June,2026, if settlement occurs after that date. The underwriters expect to deliver the notes in book-entry form only, through the facilities of The Depository Trust Company (“DTC”),Clearstream Banking S.A. (“Clearstream”) or Euroclear Bank SA/NV (“Euroclear”), as the case may be, on or about June, 2026, against paymenttherefor in immediately available funds. Joint Book-Running Managers PNC Capital Markets LLC Table of Contents PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSAVAILABLE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCESUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZAT