LINCOLN NATIONAL CORP - Quarter Report: 2025 March (Form 10-Q)

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Table of Contents

Lincoln National Corporation

Table of Contents



		Page
PART I
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the thre e months
	ended March 31, 2025 and 2024	2
	Unaudited Consolidated Statements of Stockholders’ Equity for the three months
	ended March 31, 2025 and 2024	3
	Unaudited Consolidated Statements of Cash Flows for the three months
	ended March 31, 2025 and 2024	4
	Notes to Unaudited Consolidated Financial Statements:
	Note 1 – Nature of Operations and Basis of Presentation	5
	Note 2 – New Accounting Standards	6
	Note 3 – Investments	7
	Note 4 – Variable Interest Entities	16
	Note 5 – Derivative Instruments	16
	Note 6 – DAC, VOBA, DSI and DFEL	26
	Note 7 – Reinsurance	29
	Note 8 – MRBs	29
	Note 9 – Separate Accounts	31
	Note 1 0 – Policyholder Account Balances	32
	Note 1 1 – Future Contract Benefits	36
	Note 12 – Fair Value of Financial Instruments	41
	Note 13 – Contingencies and Commitments	54
	Note 14 – Shares and Stockholders’ Equity	59
	Note 15 – Segment Information	62
	Note 16 – Realized Gain (Loss)	67
	Note 17 – Federal Income Taxes	67
	Note 1 8 – Subsequent Event	68
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	69
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	116
Item 4.	Controls and Procedures	116

PART II
Item 1.	Legal Proceedings	118
Item1A.	Risk Factors	118
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	119
Item 5.	Other Information	119
Item 6.	Exhibits	119
	Exhibit Index for the Report on Form 10-Q	120
	Signatures	121

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LINCOLN NATIONAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)


	As of	As of
	March 31,	December 31,
	2025	2024
	(Unaudited)
ASSETS
Investments:
Fixed maturity available-for-sale securities, at fair value

(amortized cost: 2025 - $; 2024 - $; allowance for credit losses: 2025 - $; 2024 - $)	$	$
Trading securities
Equity securities
Mortgage loans on real estate, net of allowance for credit losses
(portion at fair value: 2025 - $; 2024 - $)
Policy loans
Derivative investments
Other investments
Total investments
Cash and invested cash
Deferred acquisition costs, value of business acquired and deferred sales inducements
Reinsurance recoverables, net of allowance for credit losses
Deposit assets, net of allowance for credit losses
Market risk benefit assets
Accrued investment income
Goodwill
Other assets
Separate account assets
Total assets	$	$

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Policyholder account balances	$	$
Future contract benefits
Funds withheld reinsurance liabilities
Market risk benefit liabilities
Deferred front-end loads
Payables for collateral on investments
Short-term debt
Long-term debt




Other liabilities
Separate account liabilities
Total liabilities

Contingencies and Commitments (See Note 13)

Stockholders’ Equity
Preferred stock – shares authorized:
Series C preferred stock – shares authorized, issued and outstanding
as of March 31, 2025, and December 31, 2024
Series D preferred stock – shares authorized, issued and outstanding
as of March 31, 2025, and December 31, 2024
Common stock – shares authorized; and shares
issued and outstanding as of March 31, 2025, and December 31, 2024, respectively
Retained earnings
Accumulated other comprehensive income (loss)	()	()
Total stockholders’ equity
Total liabilities and stockholders’ equity	$	$

() ) )) ) ) ) )()()$ ) $ ) )) )() ) $

See accompanying Notes to Consolidated Financial Statements

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LINCOLN NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)


	For the Three Months Ended March 31,
	2025		2024
Cash Flows from Operating Activities
Net income (loss)	$	()	$
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Realized (gain) loss	()
Market risk benefit (gain) loss			()
Sales and maturities (purchases) of trading securities, net

Change in:
Deferred acquisition costs, value of business acquired, deferred sales inducements
and deferred front-end loads
Accrued investment income	()		()
Insurance liabilities and reinsurance-related balances	()		()
Accrued expenses	()		()
Federal income tax accruals	()
Other	()		()
Net cash provided by (used in) operating activities	()		()
Cash Flows from Investing Activities
Purchases of available-for-sale securities and equity securities	()		()
Sales of available-for-sale securities and equity securities
Maturities of available-for-sale securities
Purchases of alternative investments	()		()
Sales and repayments of alternative investments
Issuance of mortgage loans on real estate	()		()
Repayment and maturities of mortgage loans on real estate
Repayment (issuance) of policy loans, net	()		()
Net change in collateral on investments, certain derivatives and related settlements	()

Other	()
Net cash provided by (used in) investing activities	()
Cash Flows from Financing Activities
Payment of long-term debt, including current maturities	()		()
Issuance of long-term debt, net of issuance costs
Payment related to sale-leaseback transactions	()		()

Payment related to certain financing arrangements	()		()
Policyholder account balances:
Deposits
Withdrawals	()		()
Transfers from (to) separate accounts, net	()		()
Common stock issued for benefit plans	()		()


Dividends paid to preferred stockholders	()		()
Dividends paid to common stockholders	()		()

Net cash provided by (used in) financing activities
Net increase (decrease) in cash, invested cash and restricted cash	()
Cash, invested cash and restricted cash as of beginning-of-year
Cash, invested cash and restricted cash as of end-of-period	$		$

See accompanying Notes to Consolidated Financial Statements

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LINCOLN NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

business segments: Annuities, Life Insurance, Group Protection and Retirement Plan Services. In addition, we include financial results for operations that are not directly related to our business segments in Other Operations. The collective group of businesses uses “Lincoln Financial” as its marketing identity. Through our business segments, we sell a wide range of wealth accumulation, wealth protection, group protection and retirement products and solutions. These products primarily include variable annuities, fixed annuities (including indexed), registered index-linked annuities (“RILA”), universal life insurance (“UL”), variable universal life insurance (“VUL”), linked-benefit UL and VUL, indexed universal life insurance (“IUL”), term life insurance, group life, disability and dental and employer-sponsored retirement plans and services. For more information on our segments and the products and solutions we provide, see Note 15.

Certain GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized in our 2024 Form 10-K.

The variable annuities level of aggregation includes RILA products, which are indexed variable annuities. The fixed annuities level of aggregation represents deferred fixed annuities. We have excluded amounts reported in Other Operations from our disaggregated disclosures that are attributable to the indemnity reinsurance agreements with Protective Life Insurance Company (“Protective”) and Swiss Re Life & Health America, Inc (“Swiss Re”) as these contracts are fully reinsured, run-off institutional pension business in the form of group annuity and the results of certain disability income business.

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$ $ $ $ U.S. government bonds State and municipal bonds Foreign government bonds RMBS CMBS ABS Hybrid and redeemable preferred securities Total fixed maturity AFS securities$ $ $ $ $

As of December 31, 2024

Amortized Cost

Gross Unrealized

Allowance for Credit Losses

Fair Value

Gains

Losses

Fixed maturity AFS securities:

Corporate bonds

U.S. government bonds

State and municipal bonds

Foreign government bonds

RMBS

CMBS

ABS

Hybrid and redeemable preferred securities

Total fixed maturity AFS securities

$ Due after one year through five years Due after five years through ten years Due after ten years Subtotal Structured securities (RMBS, CMBS, ABS) Total fixed maturity AFS securities$ $

Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations.

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$ $ $ $ $ U.S. government bonds State and municipal bonds Foreign government bonds RMBS CMBS ABS Hybrid and redeemablepreferred securities Total fixed maturity AFS securities$ $ $ $ $ $ Total number of fixed maturity AFS securities in an unrealized loss position

As of December 31, 2024

Less Than or Equal
to Twelve Months

Greater Than Twelve Months

Total

Fair Value

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses (1)

Fixed maturity AFS securities:

Corporate bonds

U.S. government bonds

State and municipal bonds

Foreign government bonds

RMBS

CMBS

ABS

Hybrid and redeemable

preferred securities

Total fixed maturity AFS securities

Total number of fixed maturity AFS securities in an unrealized loss position

(1) As of March 31, 2025, and December 31, 2024, we recognized $ million and $ million of gross unrealized losses, respectively, in other comprehensive income (loss) (“OCI”) for fixed maturity AFS securities for which an allowance for credit losses has been recorded.

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We use loan-to-value (“LTV”) and debt-service coverage ratios as credit quality indicators for our commercial mortgage loans on real estate.

$ $ $ 2024 2023 2022 2021 2020 and prior Total$ $ $ $

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$ $ $ 2023 2022 2021 2020 2019 and prior Total$ $ $ $

We use loan performance status as the primary credit quality indicator for our residential mortgage loans on real estate.

$ $ 2024 2023 2022 2021 2020 and prior Total$ $ $


	As of December 31, 2024
	Performing	Nonperforming	Total
Origination Year
2024	$	$	$
2023
2022
2021
2020
2019 and prior
Total	$	$	$

Credit Losses on Mortgage Loans on Real Estate

In connection with our recognition of an allowance for credit losses for mortgage loans on real estate, we perform a quantitative analysis using a probability of default/loss given default/exposure at default approach to estimate expected credit losses in our mortgage loan portfolio as well as unfunded commitments related to commercial mortgage loans, exclusive of certain mortgage loans held at fair value.

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$ $ Additions (reductions) from provision for credit loss

expense (1)

() Additions from purchases of PCD mortgage loans onreal estate

Balance as of end-of-period (2)

$ $ $

For the Three Months Ended
March 31, 2024

Commercial

Residential

Total

Balance as of beginning-of-year

Additions (reductions) from provision for credit loss

expense (1)

()

Additions from purchases of PCD mortgage loans on

real estate

Balance as of end-of-period (2)

(1) We recognized $ million of credit loss benefit (expense) related to unfunded commitments for mortgage loans on real estate for the three months ended March 31, 2025 and 2024.

(2) Accrued investment income on mortgage loans on real estate totaled $ million and $ million as of March 31, 2025 and 2024, respectively, and was excluded from the estimate of credit losses.

Alternative Investments

As of March 31, 2025, and December 31, 2024, alternative investments included investments in and different partnerships, respectively, and represented approximately % of total investments.

Impairments on Fixed Maturity AFS Securities

)$()RMBS ABS() Total credit loss benefit (expense)$()$()

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$ $ $

Securities pledged under securities lending agreements (2)

Securities pledged under repurchase agreements (3)

Investments pledged for FHLBI (4)

Total payables for collateral on investments$ $ $ $

(1) We obtain collateral based upon contractual provisions with our counterparties. These agreements take into consideration the counterparties’ credit rating as compared to ours, the fair value of the derivative investments and specified thresholds that if exceeded result in the receipt of cash that is typically invested in cash and invested cash or fixed maturity AFS securities. This also includes interest payable on collateral. See Note 5 for additional information.

(2) Our pledged securities under securities lending agreements are included in fixed maturity AFS securities on the Consolidated Balance Sheets. We generally obtain collateral in an amount equal to % and % of the fair value of the domestic and foreign securities, respectively. We value collateral daily and obtain additional collateral when deemed appropriate. The cash received in our securities lending program is typically invested in cash and invested cash or fixed maturity AFS securities.

(3) Our pledged securities under repurchase agreements are included in fixed maturity AFS securities on the Consolidated Balance Sheets. The collateral requirements are generally % to % of the fair value of the securities, and our agreements with third parties contain contractual provisions to allow for additional collateral to be obtained when necessary. The cash received in our repurchase program is typically invested in cash and invested cash or fixed maturity AFS securities.

(4) Our pledged investments for Federal Home Loan Bank (“FHLB”) of Indianapolis (“FHLBI”) are included in fixed maturity AFS securities and mortgage loans on real estate on the Consolidated Balance Sheets. The collateral requirements are generally % to % of the fair value for fixed maturity AFS securities and % to % of the fair value for mortgage loans on real estate. The cash received in these transactions is primarily invested in cash and invested cash or fixed maturity AFS securities.

)$ Securities pledged under securitieslending agreements Securities pledged under repurchase agreements Investments pledged for FHLBI() Total increase (decrease) in payables forcollateral on investments$()$

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$ $ $ $ Equity securities Total gross secured borrowings$ $ $ $ $

As of December 31, 2024

Overnight
and
Continuous

Up to 30 Days

30-90 Days

Greater Than
90 Days

Total

Securities Lending

Corporate bonds

U.S. government bonds

Equity securities

Total gross secured borrowings

We accept collateral in the form of securities in connection with repurchase agreements. In instances where we are permitted to sell or re-pledge the securities received, we report the fair value of the collateral received and a related obligation to return the collateral in the consolidated financial statements. In addition, we receive securities in connection with securities borrowing agreements that we are permitted to sell or re-pledge. As of March 31, 2025, we had not received any collateral and, therefore, had not sold or repledged any

collateral under these agreements.

We also accept collateral from derivative counterparties in the form of securities that we are permitted to sell or re-pledge. As of March 31, 2025, the fair value of this collateral received that we are permitted to sell or re-pledge was $ billion, and we had re-pledged $ million of this collateral to cover our collateral requirements.

We had not pledged any fixed maturity AFS securities to derivative counterparties as of March 31, 2025.

Investment Commitments

As of March 31, 2025, our investment commitments were $ billion, which included $ billion of limited partnerships (“LPs”), $ million of mortgage loans on real estate and $ million of private placement securities.

Concentrations of Financial Instruments

As of March 31, 2025, and December 31, 2024, our most significant investments in one issuer were our investments in securities issued by the Federal National Mortgage Association with a fair value of $ million and $ million, respectively, or % of total investments, and our investments in securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $ million and $ million, respectively, or less than % of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

billion and $ billion, respectively, or % of total investments, and our investments in securities in the consumer non-cyclical industry with a fair value of $ billion and $ billion, respectively, or % of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

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$ $ $ $ $

There were gains or losses for consolidated VIEs recognized on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024.

Unconsolidated VIEs

Structured Securities

Through our investment activities, we make passive investments in structured securities issued by VIEs for which we are not the manager. These structured securities include our ABS, residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”). We have not provided financial or other support with respect to these VIEs other than our original investment. We have determined that we are not the primary beneficiary of these VIEs due to the relative size of our investment in comparison to the principal amount of the structured securities issued by the VIEs and the level of credit subordination that reduces our obligation to absorb losses or right to receive benefits. Our maximum exposure to loss on these structured securities is limited to the amortized cost for these investments. We recognize our variable interest in these VIEs at fair value on the Consolidated Balance Sheets. For information about these structured securities, see Note 3.

Limited Partnerships and Limited Liability Companies

billion and $ billion as of March 31, 2025, and December 31, 2024, respectively.

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$ $ $ $ $

Foreign currency contracts (1)

Total cash flow hedges Fair value hedges:

Interest rate contracts (1)

Foreign currency contracts (1)

Total fair value hedges Non-Qualifying Hedges

Interest rate contracts (1)

Foreign currency contracts (1)

Equity market contracts (1)

Credit contracts (1)

Embedded derivatives:

Reinsurance-related (2)

RILA, fixed indexed annuity and IUL

contracts (3)

Total derivative instruments$ $ $ $ $ $

(1) These asset and liability balances are presented on a gross basis. Amounts are reported in derivative investments and other liabilities on the Consolidated Balance Sheets after the evaluation for right of offset subject to master netting agreements.

(2) Reported in funds withheld reinsurance liabilities on the Consolidated Balance Sheets.

(3) Reported in policyholder account balances and deposit assets on the Consolidated Balance Sheets.

$ $ $ $ $

Foreign currency contracts (2)

Equity market contracts Credit contracts Total derivative instruments withnotional amounts$ $ $ $ $ $

(1) As of March 31, 2025, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was April 20, 2067.

(2) As of March 31, 2025, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was June 16, 2061.

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$ $ $

Long-term debt (1)

()()

) million and $() million of unamortized adjustments from discontinued hedges as of March 31, 2025, and December 31, 2024, respectively.

$ Other comprehensive income (loss):Unrealized holding gains (losses) arising during the period:Cash flow hedges:Interest rate contracts Foreign currency contracts ()Change in foreign currency exchange rate adjustment() Income tax benefit (expense)()()Less:Reclassification adjustment for gains (losses)included in net income (loss):Cash flow hedges:

Foreign currency contracts (1)

Interest rate contracts (2)

Foreign currency contracts (3)

Income tax benefit (expense)()()Balance as of end-of-period$ $

(1) The OCI offset is reported within net investment income on the Consolidated Statements of Comprehensive Income (Loss).

(2) The OCI offset is reported within interest and debt expense on the Consolidated Statements of Comprehensive Income (Loss).

(3) The OCI offset is reported within realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

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$ $ $()$ $ Qualifying HedgesGain or (loss) on fair value hedgingrelationships:Interest rate contracts:Hedged items– ()– () Derivatives designated as hedginginstruments– () – ()Foreign currency contracts:Hedged items– – () Derivatives designated as hedginginstruments– () – Gain or (loss) on cash flow hedgingrelationships:Interest rate contracts:Amount of gain or (loss) reclassifiedfrom AOCI into income Foreign currency contracts:Amount of gain or (loss) reclassifiedfrom AOCI into income Non-Qualifying HedgesInterest rate contracts () Foreign currency contracts() Equity market contracts() Credit contracts Embedded derivatives:

As of March 31, 2025, $ million of the deferred net gains (losses) on derivative instruments in AOCI were expected to be reclassified to earnings during the next 12 months. This reclassification would be due primarily to interest rate variances related to our interest rate swap agreements.

For the three months ended March 31, 2025 and 2024, there were no material reclassifications to earnings due to hedged firm commitments no longer deemed probable or due to hedged forecasted transactions that had not occurred by the end of the originally specified time period.

As of March 31, 2025, and December 31, 2024, we did not have any exposure related to CDSs for which we are the seller.

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$()$ $()A+ () ()A A- Total cash collateral$ $()$ $()

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$ $ Gross amounts offset() ()Net amount of assets Gross amounts not offset:Cash collateral() ()

Non-cash collateral (1)

() ()Net amount$ $ $ Financial LiabilitiesGross amount of recognized liabilities$ $ $ Gross amounts offset() ()Net amount of liabilities Gross amounts not offset:Cash collateral() ()

Non-cash collateral (2)

() ()Net amount$ $ $

(1) Excludes excess non-cash collateral received of $ million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

(2) Excludes excess non-cash collateral pledged of $ million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

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$ $ Gross amounts offset() ()Net amount of assets Gross amounts not offset:

Cash collateral

() ()

Non-cash collateral (1)

() ()Net amount$ $ $ Financial LiabilitiesGross amount of recognized liabilities$ $ $ Gross amounts offset() ()Net amount of liabilities Gross amounts not offset:

Cash collateral

() ()

Non-cash collateral (2)

() ()Net amount$ $ $

(1) Excludes excess non-cash collateral received of $ million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

(2) Excludes excess non-cash collateral pledged of $ million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

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$ Fixed Annuities Traditional Life UL and Other Group Protection Retirement Plan Services Other Operations Total DAC, VOBA and DSI$ $

$ UL and Other

Other Operations (1)

Total DFEL$ $

(1) Represents DFEL reported in Other Operations attributable to the indemnity reinsurance agreement with Protective that is excluded from the following tables. We reported $ million and $ million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024, respectively.

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$ $ $ $ $ Deferrals Amortization()()()()()()Balance as of end-of-period$ $ $ $ $ $

For the Three Months Ended March 31, 2024

Variable
Annuities

Fixed
Annuities

Traditional
Life

UL and
Other

Group Protection

Retirement
Plan
Services

Balance as of beginning-of-year

Deferrals

Amortization

()

Balance as of end-of-period

DAC amortization expense of $ million and $ million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, respectively.

$ $ Amortization()()()Balance as of end-of-period$ $ $

For the Three Months Ended
March 31, 2024

Fixed
Annuities

Traditional
Life

UL and
Other

Balance as of beginning-of-year

Amortization

()

Balance as of end-of-period

VOBA amortization expense of $ million and $ million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, respectively. No additions or write-offs were recorded for each respective period.

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$ $ $ Deferrals Amortization() () Balance as of end-of-period$ $ $ $

For the Three Months Ended
March 31, 2024

Variable
Annuities

Fixed
Annuities

UL and
Other

Retirement
Plan
Services

Balance as of beginning-of-year

Deferrals

Amortization

()

Balance as of end-of-period

DSI amortization expense of $ million was recorded in interest credited on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024.

$ $ $ Deferrals Amortization()()()()Balance as of end-of-period Less: Ceded DFEL Balance as of end-of-period, net of reinsurance$ $ $ $

DFEL amortization of $ million and $ million was recorded in fee income on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, respectively.

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reinsurance agreements with Fortitude Reinsurance Company Ltd. (“Fortitude Re”), an authorized Bermuda reinsurer with reciprocal jurisdiction reinsurer status in Indiana, to reinsure certain blocks of in-force UL with secondary guarantees (“ULSG”), MoneyGuard® and fixed annuity products, including group pension annuities. Fortitude Re represents our largest reinsurance exposure as of March 31, 2025, and December 31, 2024.

The first agreement was structured as a coinsurance treaty between us and Fortitude Re for the ULSG and fixed annuities blocks. As significant insurance risk was transferred for ULSG products and life-contingent annuities, amounts recoverable from Fortitude Re were $ billion as of March 31, 2025, and December 31, 2024. We reported a deferred loss on the transaction of $ billion as of March 31, 2025, and December 31, 2024. We amortized $ million and $ million of the deferred loss during the three months ended March 31, 2025 and 2024, respectively. Annuities that are not life-contingent do not contain significant insurance risk; therefore, we reported deposit assets for these contracts of $ billion and $ billion as of March 31, 2025, and December 31, 2024, respectively.

The second agreement was structured as coinsurance with funds withheld for the MoneyGuard block; however, as we retained significant insurance risk under the agreement, we reported deposit assets of $ billion and $ billion as of March 31, 2025, and December 31, 2024, respectively. In this coinsurance with funds withheld reinsurance agreement, we as the ceding company withhold, and therefore retain, the assets backing the deposit assets. billion and $ billion in support of reserves associated with the Fortitude Re transaction in a funds withheld arrangement as of March 31, 2025, and December 31, 2024, respectively, which consisted of the following (in millions):

$ Derivative investments Other investments Cash and invested cash Accrued investment income Total$ $

$ $()$ $ $()Fixed Annuities Retirement Plan Services () ()Total MRBs$ $ $()$ $ $()

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)$ $()$()$ $()Less: Effect of cumulative changes in non-performance risk()() ()()()Balance as of beginning-of-year, before the effectof changes in non-performance risk() ()() ()Issuances Attributed fees collected Benefit payments() () Effect of changes in interest rates ()()()Effect of changes in equity markets ()()()Effect of changes in equity index volatility ()

In-force updates and other changes in MRBs (1)

() Balance as of end-of-period, before the effect ofchanges in non-performance risk() ()() ()Effect of cumulative changes innon-performance risk()()()()()()Balance as of end-of-period() ()() ()Less: Ceded MRB assets (liabilities)() () Balance as of end-of-period, net of reinsurance$()$ $()$()$ $()Weighted-average age of policyholders (years)

Net amount at risk (2)

$ $ $ $ $ $

(1) Consists primarily of changes in MRB assets and liabilities related to differences between separate account fund performance and modeled indices and other changes such as actual to expected policyholder behavior.

See “MRBs” in Note 12 for details related to our fair value judgments, assumptions, inputs and valuation methodology.

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$ Exchange-traded funds Fixed maturity AFS securities Cash and invested cash Other investments Total separate account assets$ $

$ UL and Other Retirement Plan Services

Other Operations (1)

Total separate account liabilities$ $

million a million as of March 31, 2025, and December 31, 2024, respectively) that are excluded from the following tables.

$ $ $ $ $ Gross deposits Withdrawals()()()()()()Policyholder assessments()()()()()()Change in market performance()()() Net transfers from (to) general account ()() () Balance as of end-of-period$ $ $ $ $ $ Cash surrender value$ $ $ $ $ $

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10.

$Fixed AnnuitiesUL and OtherRetirement Plan Services

Other (1)

Total policyholder account balances$$

billion and $ billion as of March 31, 2025, and December 31, 2024, respectively) and funding agreements, that are excluded from the following tables. See “Funding Agreements” below for more information.

$ $ $ Gross deposits Withdrawals()()()()Policyholder assessments ()()()Net transfers from (to) separate account() Interest credited Change in fair value of embedded derivativeinstruments and other()()() Balance as of end-of-period$$$$Weighted-average crediting rate%%%%

Net amount at risk (1) (2)

$$$$Cash surrender value

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$$$Gross depositsWithdrawals()()()()Policyholder assessments()()()Net transfers from (to) separate account()Interest creditedChange in fair value of embedded derivativeinstruments and otherBalance as of end-of-period$$$$Weighted-average crediting rate % % % %

Net amount at risk (1) (2)

$$$$Cash surrender value

(1) NAR is the current guaranteed minimum benefit in excess of the current account balance as of the balance sheet date. For GLBs, the guaranteed minimum benefit is calculated based on the present value of GLB payments. Our variable annuity products may offer more than one type of guaranteed benefit rider to a policyholder. In instances where more than one guaranteed benefit rider exists in a contract, the guaranteed benefit rider that provides the highest NAR is used in the calculation.

(2) Calculation is based on total account balances and includes both policyholder account balances and separate account balances.

Funding Agreements

FABN Program

The Lincoln National Life Insurance Company (“LNL”) established a $ billion funding agreement-backed notes (“FABN”) program in 2024 pursuant to which LNL may issue unsecured funding agreements to an unaffiliated and unconsolidated special purpose statutory trust (the “Trust”) that will then issue medium-term notes for which payment of interest and principal is secured by such funding agreement. Funding agreements issued to the Trust are reported in policyholder account balances on the Consolidated Balance Sheets, and the associated interest is reported within interest credited on the Consolidated Statements of Comprehensive Income (Loss). We had funding agreements issued under the program of $ million as of March 31, 2025, compared to as of December 31, 2024.

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%$$$$$$

% - %

% and above

Other (1)

Total$$$$$$Fixed Annuities

Up to %

$$$$$$

% - %

% and above

Other (1)

Total$$$$$$UL and Other

Up to %

$$$$$$

% - %

% and above

Other (1)

Total$$$$$$Retirement Plan Services

Up to %

$$$$$$

% - %

% and above

Total$$$$$$

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%$$$$$$

% - %

% and above

Other (1)

Total$$$$$$Fixed Annuities

Up to %

$$$$$$

% - %

% and above

Other (1)

Total$$$$$$UL and Other

Up to %

$$$$$$

% - %

% and above

Other (1)

Total$$$$$$Retirement Plan Services

Up to %

$$$$$$

% - %

% and above

Total$$$$$$

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11.

Traditional Life (1)

Group Protection (2)

UL and Other (3)

Other Operations (4)

Other (5)

Total future contract benefits$ $

(1) See “Liability for Future Policy Benefits” below for further information.

(2) See “Liability for Future Claims” below for further information.

(3) See “Additional Liabilities for Other Insurance Benefits” below for further information.

(4) Represents future contract benefits reported in Other Operations primarily attributable to the indemnity reinsurance agreements with Protective ($ billion as of March 31, 2025, and December 31, 2024) and Swiss Re ($ billion as of March 31, 2025, and December 31, 2024) that are excluded from the following tables.

(5) Represents other miscellaneous reserves that are not representative of long-duration contracts and are excluded from the following tables.

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$ $ $ Less: Effect of cumulative changes in discountrate assumptions () ()Beginning balance at original discount rate Effect of actual variances from expected experience () Adjusted balance as of beginning-of-year Issuances Interest accrual Net premiums collected () ()Flooring impact of LFPB () Ending balance at original discount rate Effect of cumulative changes in discount rate assumptions () ()Balance as of end-of-period$ $ $ $ Present Value of Expected LFPBBalance as of beginning-of-year$ $ $ $ Less: Effect of cumulative changes in discountrate assumptions()()()()

Beginning balance at original discount rate (1)

Effect of actual variances from expected experience()() Adjusted balance as of beginning-of-year Issuances Interest accrual Benefit payments()()()()

Ending balance at original discount rate (1)

Effect of cumulative changes in discountrate assumptions()()()()Balance as of end-of-period$ $ $ $ Net balance as of end-of-period$ $ $ $ Less: Reinsurance recoverables Net balance as of end-of-period, net of reinsurance$ $ $ $ Weighted-average duration of future policyholderbenefit liability (years)

(1) Includes deferred profit liability within Payout Annuities of $ million and $ million as of March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025 and 2024, Payout Annuities and Traditional Life did not have any significantly different actual experience compared to expected.

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$ $ $ Expected future benefit payments Traditional LifeExpected future gross premiums Expected future benefit payments

$ Interest accretion Traditional LifeGross premiums Interest accretion

% %Current discount rate % %Traditional LifeInterest accretion rate % %Current discount rate % %

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$ Less: Effect of cumulative changes in discountrate assumptions()()Beginning balance at original discount rate Effect of actual variances from expected experience()()Adjusted beginning-of-year balance New incidence Interest Benefit payments()()Ending balance at original discount rate Effect of cumulative changes in discount rate assumptions()()Balance as of end-of-period Less: Reinsurance recoverables Balance as of end-of-period, net of reinsurance$ $ Weighted-average duration of liability for futureclaims (years)

For the three months ended March 31, 2025, we experienced more favorable reported incidence and claim terminations than assumed.

For the three months ended March 31, 2024, we experienced more favorable claim terminations than assumed.

$ $ $

$ Interest accretion

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% %Current discount rate % %

Additional Liabilities for Other Insurance Benefits

$ Less: Effect of cumulative changes in shadowbalance in AOCI()()Balance as of beginning-of-year, excludingshadow balance in AOCI Effect of actual variances from expected experience Adjusted beginning-of-year balance Interest accrual Net assessments collected Benefit payments()()Balance as of end-of-period, excluding shadowbalance in AOCI Effect of cumulative changes in shadowbalance in AOCI()()Balance as of end-of-period Less: Reinsurance recoverables Balance as of end-of-period, net of reinsurance$ $ Weighted-average duration of additional liabilitiesfor other insurance benefits (years)

For the three months ended March 31, 2025, we did not have any significantly different actual experience compared to expected.

For the three months ended March 31, 2024, we had unfavorable actual mortality experience compared to expected on reinsured and retained business.

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$ Interest accretion

% %

12.

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$ $ $ U.S. government bonds State and municipal bonds Foreign government bonds RMBS CMBS ABS Hybrid and redeemable preferred securities Trading securities Equity securities Mortgage loans on real estate

Derivative investments (1)

Other investments – short-term investments MRB assets Other assets:Ceded MRBs Indexed annuity ceded embedded derivatives Separate account assets Total assets$ $ $ $ LiabilitiesPolicyholder account balances – RILA, fixed annuityand IUL contracts$ $ $()$()Funds withheld reinsurance liabilities – reinsurance-relatedembedded derivatives ()()MRB liabilities ()()Other liabilities: Ceded MRBs ()()

Derivative liabilities (1)

()()()Total liabilities$ $()$()$()

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Derivative investments (1)

Other investments – short-term investments MRB assets Other assets:Ceded MRBs Indexed annuity ceded embedded derivatives Separate account assets Total assets$ $ $ $ LiabilitiesPolicyholder account balances – RILA, fixed annuityand IUL contracts $ $ $()$()Funds withheld reinsurance liabilities – reinsurance-relatedembedded derivatives ()()MRB liabilities ()()Other liabilities: Ceded MRBs ()()

Derivative liabilities (1)

()()()Total liabilities$ $()$()$()

(1) Derivative investment assets and liabilities are presented within the fair value hierarchy on a gross basis by derivative type and not on a master netting basis by counterparty.

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$()$ $ $ $ RMBS CMBS ABS () Hybrid and redeemable preferredsecurities () Trading securities Equity securities () Mortgage loans on real estate () () Other investments ()

Other assets:

Ceded MRBs (3)

Indexed annuity ceded embedded

derivatives (4)

() LiabilitiesPolicyholder account balances – RILA, fixed annuity and

IUL contracts (4)

() () ()Funds withheld reinsurance liabilities – reinsurance-related

embedded derivatives (4)

()() ()Other liabilities:

Ceded MRBs (3)

() ()Derivative liabilities() ()Total, net$()$ $ $ $ $()

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$ $()$ $()$ State and municipal bonds () RMBS () CMBS ABS () Hybrid and redeemable preferredsecurities Trading securities () Equity securities () Mortgage loans on real estate Derivative investments ()

Other assets:

Ceded MRBs (3)

Indexed annuity ceded embedded

derivatives (4)

LiabilitiesPolicyholder account balances –RILA, fixed annuity and

IUL contracts (4)

()() () ()Funds withheld reinsuranceliabilities – reinsurance-related

embedded derivatives (4)

() ()

Other liabilities – ceded MRBs (3)

()() ()Total, net$()$()$()$ $()$()

(1) The changes in fair value of the interest rate swaps are offset by an adjustment to derivative investments (see Note 5).

(2) Amortization and accretion of premiums and discounts are included in net investment income on the Consolidated Statements of Comprehensive Income (Loss). Gains (losses) from sales, maturities, settlements and calls and credit loss expense are included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

(3) Gains (losses) from the changes in fair value are included in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

(4) Gains (losses) from the changes in fair value are included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

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$()$ $()$ $ RMBS CMBS ABS ()()() Hybrid and redeemable preferredsecurities () Trading securities () () Equity securities () Mortgage loans on real estate () ()Other investments () ()Other assets – indexed annuity cededembedded derivatives () Policyholder account balances –RILA, fixed annuity andIUL contracts() ()Total, net$ $()$()$()$()$

For the Three Months Ended March 31, 2024

Issuances

Sales

Maturities

Settlements

Calls

Total

Investments:

Fixed maturity AFS securities:

Corporate bonds

()

ABS

()

Trading securities

()

Mortgage loans on real estate

()

Derivative investments

()

Other assets – indexed annuity ceded

embedded derivatives

()

Policyholder account balances –

RILA, fixed annuity and

IUL contracts

()

Total, net

()

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) Funds withheld reinsurance liabilities – Embedded derivatives – indexed annuity

(1) Included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

(2) Included in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

))Hybrid and redeemable preferred ()

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$ $ $ $()$()State and municipal bonds ()()ABS () Hybrid and redeemable preferred securities ()() Trading securities Derivative investments ()()Total, net $ $()$ $ $()$()

Transfers into and out of Level 3 are generally the result of observable market information on financial instruments no longer being available or becoming available to our pricing vendors. For the three months ended March 31, 2025 and 2024, transfers in and out of Level 3 were attributable primarily to the financial instruments’ observable market information no longer being available or becoming available.

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Discounted cash flow

Liquidity/duration adjustment (2)

%– % %ABS Discounted cash flow

Liquidity/duration adjustment (2)

%– % %CMBS Discounted cash flow

Liquidity/duration adjustment (2)

%— % %Hybrid and redeemablepreferred securities Discounted cash flow

Liquidity/duration adjustment (2)

%– % %Equity securities Discounted cash flow

Liquidity/duration adjustment (2)

%– % %MRB assets Discounted cash flow

Lapse (3)

%— %

(10)

Utilization of GLB withdrawals (4)

%— % %

Claims utilization factor (5)

%— %

(10)

Premiums utilization factor (5)

%— %

(10)

Non-performance risk (6)

%— % %

Mortality (7)

(9)

(10)

Volatility (8)

%— % %Other assets:

Ceded MRBs (11)

Indexed annuityceded embeddedderivatives Discounted cash flow

Lapse (3)

%– %

(10)

Mortality (7)

(9)

(10)

LiabilitiesPolicyholder accountbalances – indexed annuitycontracts embeddedderivatives$()Discounted cash flow

Lapse (3)

%– %

(10)

Mortality (7)

(9)

(10)

MRB liabilities()Discounted cash flow

Lapse (3)

%— %

(10)

Utilization of GLB withdrawals (4)

%— % %

Claims utilization factor (5)

%— %

(10)

Premiums utilization factor (5)

%— %

(10)

Non-performance risk (6)

%— % %

Mortality (7)

(9)

(10)

Volatility (8)

%— % %Other liabilities – ceded

MRBs (11)

()

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Discounted cash flow

Liquidity/duration adjustment (2)

%– % %ABS Discounted cash flow

Liquidity/duration adjustment (2)

%– % %CMBS Discounted cash flow

Liquidity/duration adjustment (2)

%– % %Hybrid and redeemablepreferred securities Discounted cash flow

Liquidity/duration adjustment (2)

%– % %Equity securities Discounted cash flow

Liquidity/duration adjustment (2)

%– % %MRB assets Discounted cash flow

Lapse (3)

%— %

(10)

Utilization of GLB withdrawals (4)

%– % %

Claims utilization factor (5)

%– %

(10)

Premiums utilization factor (5)

%– %

(10)

Non-performance risk (6)

%– % %

Mortality (7)

(9)

(10)

Volatility (8)

%– % %Other assets:

Ceded MRBs (11)

Indexed annuityceded embeddedderivatives Discounted cash flow

Lapse (3)

%— %

(10)

Mortality (7)

(9)

(10)

LiabilitiesPolicyholder accountbalances – indexed annuitycontracts embeddedderivatives$()Discounted cash flow

Lapse (3)

%– %

(10)

Mortality (7)

(9)

(10)

MRB liabilities()Discounted cash flow

Lapse (3)

%– %

(10)

Utilization of GLB withdrawals (4)

%– % %

Claims utilization factor (5)

%– %

(10)

Premiums utilization factor (5)

%– %

(10)

Non-performance risk (6)

%— % %

Mortality (7)

(9)

(10)

Volatility (8)

%– % %Other liabilities – ceded

MRBs (11)

()

(1) Unobservable inputs were weighted by the relative fair value of the instruments, unless otherwise noted.

(2) The liquidity/duration adjustment input represents an estimated market participant composite of adjustments attributable to liquidity premiums, expected durations, structures and credit quality that would be applied to the market observable information of an investment.

(3) The lapse input represents the estimated probability of a contract surrendering during a year, and thereby forgoing any future benefits. The range for indexed annuity contracts represents the lapses during the surrender charge period.

(4) The utilization of GLB withdrawals input represents the estimated percentage of policyholders that utilize the GLB withdrawal riders.

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From the table above, we have excluded Level 3 fair value measurements obtained from independent, third-party pricing sources. We do not develop the significant inputs used to measure the fair value of these assets and liabilities, and the information regarding the significant inputs is not readily available to us. Independent broker-quoted fair values are non-binding quotes developed by market makers or broker-dealers obtained from third-party sources recognized as market participants. The fair value of a broker-quoted asset or liability is based solely on the receipt of an updated quote from a single market maker or a broker-dealer recognized as a market participant as we do not adjust broker quotes when used as the fair value measurement for an asset or liability. Significant increases or decreases in any of the quotes received from a third-party broker-dealer may result in a significantly higher or lower fair value measurement.

The embedded derivative liability associated with Fortitude Re was excluded from the above table. As discussed in Note 7, this embedded derivative liability was created through a coinsurance with funds withheld reinsurance agreement where the investments supporting the reinsurance agreement were withheld by and continue to be reported on the Consolidated Balance Sheets. This reinsurance-related embedded derivative is valued as a total return swap with reference to the fair value of the investments held by us. Accordingly, the unobservable inputs utilized in the valuation of the reinsurance-related embedded derivative are a component of the investments supporting the reinsurance agreement that are reported on the Consolidated Balance Sheets.

Changes in any of the significant inputs presented in the table above would have resulted in a significant change in the fair value measurement of the asset or liability as follows:

•Investments – An increase in the liquidity/duration adjustment input would have resulted in a decrease in the fair value measurement.

•Indexed annuity contracts embedded derivatives – For direct embedded derivatives, an increase in the lapse or mortality inputs would have resulted in a decrease in the fair value measurement.

•MRBs – Assuming our MRBs are in a liability position: an increase in our lapse, non-performance risk or mortality inputs would have resulted in a decrease in the fair value measurement, except for policies with guaranteed death benefit (“GDB”) riders only, in which case an increase in mortality inputs would have resulted in an increase in the fair value measurement.

For each category discussed above, the unobservable inputs are not inter-related; therefore, a directional change in one input would not have affected the other inputs.

As part of our ongoing valuation process, we assess the reasonableness of our valuation techniques or models and make adjustments as necessary.

Fair Value Option

Mortgage loans on real estate, net of allowance for credit losses, as reported on the Consolidated Balance Sheets, includes mortgage loans on real estate for which the fair value option was elected. The fair value option allows us to elect fair value as an alternative measurement for mortgage loans not otherwise reported at fair value. We have made these elections for certain mortgage loans associated with modified coinsurance agreements to help mitigate the inconsistency in earnings that would otherwise result from the use of embedded derivatives included with these loans. Changes in fair value are reflected in realized gain (loss) on the Consolidated Statement of Comprehensive Income (Loss). Changes in fair value due to instrument-specific credit risk are estimated using changes in credit spreads and quality ratings for the period reported. Mortgage loans on real estate for which the fair value option was elected are valued using third-party pricing services. We have procedures in place to review the valuations each quarter to ensure they are reasonable, including utilizing a separate third party to reperform the valuation for a selection of mortgage loans on an annual basis. Due to lack of observable inputs, mortgage loans electing the fair value option are classified as Level 3 within the fair value hierarchy.

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$ Aggregate contractual principal

For information on current and past due composition and accruing status for loans where we have elected the fair value option, see Note 3.

Financial Instruments Not Carried at Fair Value

$ $ $ $ Other investments Policy loans Cash and invested cash LiabilitiesPolicyholder account balances – certain investmentcontracts and other liabilities$ $ $()$()$()Policyholder account balances – funding agreements () ()()Long-term debt () ()()Funds withheld reinsurance-related liabilities – excludingembedded derivatives ()()()

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$ $ $ $ Other investments Policy loans Cash and invested cash LiabilitiesPolicyholder account balances – certain investment contracts and other liabilities$ $ $()$()$()Short-term debt () ()()Long-term debt () ()()Funds withheld reinsurance-related liabilities – excludingembedded derivatives ()()()

As of March 31, 2025As of December 31, 2024Shares AuthorizedShares IssuedShares OutstandingShares AuthorizedShares IssuedShares Outstanding

% Fixed Rate Reset Non-Cumulative

Preferred Stock, Series C

% Non-Cumulative Preferred Stock,

Series D

Not designated Total preferred shares

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 March 31,
	2025		2024
	Dividend	Aggregate	Dividend	Aggregate
Series	Per Share	Dividend	Per Share	Dividend
Series C	$	$	$	$
Series D
Total	$	$	$	$

Common Shares

Stock compensation/issued for benefit
plans Balance as of end-of-period

Our common stock is without par value.

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)$ Deferred units of LNC stock in our

deferred compensation plans (1)

Net income (loss) available to commonstockholders – diluted$()$ Weighted-average shares, as used in basic calculationIncremental common shares from assumed exercise or issuance of stock-based incentive compensation awards

Average deferred compensation shares (1)

Weighted-average shares, as used in diluted calculation (2)

Net income (loss) per share:Basic$()$ Diluted()

(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 March 31, 2025, 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.

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)$()Unrealized holding gains (losses) ()Change in foreign currency exchange rate adjustment ()Change in future contract benefits and policyholder account balances,net of reinsurance() Income tax benefit (expense)() Less:Reclassification adjustment for gains (losses) included in net income (loss)()()Income tax benefit (expense) Balance as of end-of-period$()$()Unrealized Gain (Loss) on Derivative InstrumentsBalance as of beginning-of-year$ $ Unrealized holding gains (losses) Change in foreign currency exchange rate adjustment() Income tax benefit (expense)()()Less:Reclassification adjustment for gains (losses) included in net income (loss) Income tax benefit (expense)()()Balance as of end-of-period$ $ Market Risk Benefit Non-Performance Risk Gain (Loss)Balance as of beginning-of-year$ $ OCI before reclassification ()Income tax benefit (expense) () Balance as of end-of-period$ $ Policyholder Liability Discount Rate Remeasurement Gain (Loss)Balance as of beginning-of-year$ $ OCI before reclassification() Income tax benefit (expense) ()Balance as of end-of-period$ $ Foreign Currency Translation AdjustmentBalance as of beginning-of-year$()$()OCI before reclassification ()Balance as of end-of-period$()$()Funded Status of Employee Benefit PlansBalance as of beginning-of-year$()$()OCI before reclassification() Balance as of end-of-period$()$()

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)$()Realized gain (loss)Associated change in future contract benefits ()BenefitsReclassification before income tax benefit (expense)()()Income (loss) before taxesIncome tax benefit (expense) Federal income tax expense (benefit)Reclassification, net of income tax$()$()Net income (loss)Unrealized Gain (Loss) on Derivative InstrumentsInterest rate contracts$ $ Interest and debt expenseForeign currency contracts Net investment incomeForeign currency contracts Realized gain (loss)Reclassification before income tax benefit (expense) Income (loss) before taxesIncome tax benefit (expense)()()Federal income tax expense (benefit)Reclassification, net of income tax$ $ Net income (loss)

15.

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$ $ $ $ $

Operating Expenses (2)

Benefits and policyholder liabilityremeasurement (gain) loss Interest credited Commissions General and administrative expenses Interest and debt expense

Other (3)

() () Total operating expenses Total federal income tax expense (benefit) () () Total income (loss) from operations () () Reconciliation of total income (loss) fromoperations to net income (loss):Net annuity product features, pre-tax()Net life insurance product features, pre-tax Credit loss-related adjustments, pre-tax()Investment gains (losses), pre-tax()Changes in the fair value ofreinsurance-related embeddedderivatives, trading securities and

certain mortgage loans, pre-tax (4)

()

Other items, pre-tax (5) (6) (7)

()Income tax benefit (expense) related tothe above pre-tax items Total net income (loss)$()

(1) See table below for reconciliation of total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss).

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses are included within the amounts shown.

(3) Other operating expenses include: Annuities: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and letters of credit (“LOCs”) and amortization of deferred loss on business sold through reinsurance. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs; amortization of deferred loss on business sold through reinsurance and other intangible amortization. Group Protection: Taxes, licenses and fees; DAC capitalization and amortization; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: Taxes, licenses and fees; DAC capitalization and amortization and expenses associated with LOCs. Other Operations: DAC capitalization and amortization; taxes, licenses and fees and reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.

(4) Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.

(5) Includes severance expense related to initiatives to realign the workforce of $() million.

(6) Includes transaction and integration costs related to mergers, acquisitions and divestitures of $() million.

(7) Includes deferred compensation mark-to-market adjustment of $() million.

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$ $ $ $ $

Operating Expenses (2)

Benefits and policyholder liabilityremeasurement (gain) loss Interest credited Commissions General and administrative expenses Interest and debt expense

Other (3)

() Total operating expenses Total federal income tax expense (benefit) () () Total income (loss) from operations () () Reconciliation of total income (loss) from

operations to net income (loss) (4):

Net annuity product features, pre-tax Net life insurance product features, pre-tax()Credit loss-related adjustments, pre-tax()Investment gains (losses), pre-tax()Changes in the fair value ofreinsurance-related embeddedderivatives, trading securities and

certain mortgage loans, pre-tax (5)

Other items, pre-tax (6) (7) (8) (9)

()Income tax benefit (expense) related tothe above pre-tax items()Total net income (loss)$

(1) See table below for reconciliation of total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss).

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses are included within the amounts shown.

(3) Other operating expenses include: Annuities: Broker-dealer expenses; DAC and VOBA capitalization and amortization; taxes, licenses and fees and expenses associated with reserve financing and LOCs. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs and other intangible amortization. Group Protection: Taxes, licenses and fees; DAC capitalization and amortization; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: DAC capitalization and amortization; taxes, licenses and fees and expenses associated with LOCs. Other Operations: Taxes, licenses and fees and reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.

(4) The prior period presentation was recast to conform to the revised definition of income (loss) from operations.

(5) Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.

(6) Includes $() million primarily related to the settlement of cost of insurance litigation in the first quarter of 2024.

(7) Includes severance expense related to initiatives to realign the workforce of $() million.

(8) Includes transaction and integration costs related to mergers, acquisitions and divestitures of $() million.

(9) Includes deferred compensation mark-to-market adjustment of $() million.

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$ $ $ $ $ Revenue adjustments from annuity and lifeinsurance product features Credit loss-related adjustments() ()()()()Investment gains (losses)()() () ()Changes in the fair value of reinsurance-related embedded derivatives, tradingsecurities and certain mortgage loans () ()() $

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16.

$ Gross losses()()

Credit loss benefit (expense) (1)

()()

Realized gain (loss) on equity securities (2)

()

Credit loss benefit (expense) on mortgage loans on real estate (1)

()

Credit loss benefit (expense) on reinsurance-related assets

Realized gain (loss) on the mark-to-market on certain

instruments (3)(4)

()

Indexed product derivative results (5)

()

Derivative results (6)

()Other realized gain (loss)() Total realized gain (loss)$ $()

(1) Includes changes in the allowance for credit losses as well as direct write-downs to amortized cost as a result of negative credit events.

(2) Includes mark-to-market adjustments on equity securities still held of $() million and $ million for the three months ended March 31, 2025 and 2024, respectively.

(3) Represents changes in the fair values of derivatives we hold as part of VUL hedging, reinsurance-related embedded derivatives and trading securities.

(4) Includes gains and losses from fair value changes on mortgage loans on real estate accounted for under the fair value option of $() million and less than $ million for the three months ended March 31, 2025 and 2024, respectively.

(5) Represents the change in fair value of the index options that we hold and the change in the fair value of the embedded derivative liabilities of our indexed annuity and IUL contracts, and the associated index options to hedge policyholder index allocations applicable to future reset periods for our indexed annuity products.

17.

% and % for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate on pre-tax income is typically lower than the prevailing corporate federal income tax rate of 21% due to benefits from preferential tax items including the separate account dividends-received deduction and tax credits.

For the three months ended March 31, 2025, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to a tax benefit at 21% from pre-tax losses in addition to the effects of preferential tax items.

For the three months ended March 31, 2024, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to the effects of preferential tax items.

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18.

% of our outstanding Common Stock (“Common Stock) on a post-issuance basis, to the Buyer for aggregate consideration of approximately $ million in cash (the “Transaction”). The closing of the Transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the satisfaction of customary closing conditions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the financial condition as of March 31, 2025, compared with December 31, 2024, and the results of operations for the three months ended March 31, 2025, compared with the corresponding period in 2024 of Lincoln National Corporation and its consolidated subsidiaries. Unless otherwise stated or the context otherwise requires, “LNC,” “Company,” “we,” “our” or “us” refers to Lincoln National Corporation and its consolidated subsidiaries.

The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the accompanying notes to the consolidated financial statements (“Notes”) presented in “Part I – Item 1. Financial Statements” and our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). For more detailed information on the risks and uncertainties associated with the Company’s business activities, see the risks described in “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K.

FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE

Certain statements made in this report and in other written or oral statements made by us or on our behalf 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 financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective services or products, future performance or financial results and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including:

•Weak general economic and business conditions that may affect demand for our products, account balances, investment results, guaranteed benefit liabilities, premium levels and claims experience;

•Adverse global capital and credit market conditions that may affect our ability to raise capital, if necessary, and may cause us to realize impairments on investments and certain intangible assets, including goodwill and the valuation allowance against deferred tax assets, which may reduce future earnings and/or affect our financial condition and ability to raise additional capital or refinance existing debt as it matures;

•The inability of our subsidiaries to pay dividends to the holding company in sufficient amounts, which could harm the holding company’s ability to meet its obligations;

•Legislative, regulatory or tax changes, both domestic and foreign, that affect: the cost of, or demand for, our subsidiaries’ products; the required amount of reserves and/or surplus; our ability to conduct business; our affiliate reinsurance arrangements; and restrictions on the payment of revenue sharing and 12b-1 distribution fees;

•Changes in tax law or the interpretation of or application of existing tax laws that could impact our tax costs and the products that we sell;

•The impact of regulations adopted by the Securities and Exchange Commission (“SEC”), the Department of Labor or other federal or state regulators or self-regulatory organizations that could adversely affect our distribution model and sales of our products and result in additional disclosure and other requirements related to the sale and delivery of our products;

•The impact of new and emerging rules, laws and regulations relating to privacy, cybersecurity and artificial intelligence that may lead to increased compliance costs, reputation risk and/or changes in business practices;

•Increasing scrutiny and evolving expectations and regulations regarding environmental, social and governance matters that may adversely affect our reputation and our investment portfolio;

•Actions taken by reinsurers to raise rates on in-force business;

•Declines in or sustained low interest rates causing a reduction in investment income, the interest margins of our businesses and demand for our products;

•Rapidly increasing or sustained high interest rates that may negatively affect our profitability, value of our investment portfolio and capital position and may cause policyholders to surrender annuity and life insurance policies, thereby causing realized investment losses;

•The impact of the implementation of the provisions of the European Market Infrastructure Regulation relating to the regulation of derivatives transactions;

•The initiation of legal or regulatory proceedings against us, and the outcome of any legal or regulatory proceedings, such as: adverse actions related to present or past business practices common in businesses in which we compete; adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities and class action cases; new decisions that result in changes in law; and unexpected trial court rulings;

•A decline or continued volatility in the equity markets causing a reduction in the sales of our subsidiaries’ products; a reduction of asset-based fees that our subsidiaries charge on various investment and insurance products; and an increase in liabilities related to guaranteed benefit riders, which are accounted for as market risk benefits (“MRBs”), of our subsidiaries’ variable annuity products;

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•Ineffectiveness of our risk management policies and procedures, including our various hedging strategies;

•A deviation in actual experience regarding future policyholder behavior, mortality, morbidity, interest rates or equity market returns from the assumptions used in pricing our subsidiaries’ products and in establishing related insurance reserves, which may reduce future earnings;

•Changes in accounting principles that may affect our consolidated financial statements;

•Lowering of one or more of our debt ratings issued by nationally recognized statistical rating organizations and the adverse effect such action may have on our ability to raise capital and on our liquidity and financial condition;

•Lowering of one or more of the insurer financial strength ratings of our insurance subsidiaries and the adverse effect such action may have on the premium writings, policy retention, and profitability of our insurance subsidiaries and liquidity;

•Significant credit, accounting, fraud, corporate governance or other issues that may adversely affect the value of certain financial assets, as well as counterparties to which we are exposed to credit risk, requiring that we realize losses on financial assets;

•Interruption in or failure of the telecommunication, information technology or other operational systems of the Company or the third parties on whom we rely or failure to safeguard the confidentiality or privacy of sensitive data on such systems, including from cyberattacks or other breaches in security of such systems;

•The effect of acquisitions and divestitures, including the inability to realize the anticipated benefits of acquisitions and dispositions of businesses and potential operating difficulties and unforeseen liabilities relating thereto, as well as the effect of restructurings, product withdrawals and other unusual items;

•The inability to complete our announced transaction with Bain Capital within the expected timeframe, or at all, and the possibility that the anticipated benefits related to the transaction may not materialize as expected;

•The inability to realize or sustain the benefits we expect from, greater than expected investments in, and the potential impact of efforts related to, our strategic initiatives;

•The adequacy and collectability of reinsurance that we have obtained;

•Pandemics, acts of terrorism, war or other man-made and natural catastrophes that may adversely impact liabilities for policyholder claims and adversely affect our businesses and the cost and availability of reinsurance;

•Competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that our subsidiaries can charge for their products;

•The unknown effect on our subsidiaries’ businesses resulting from evolving market preferences and the changing demographics of our client base; and

•The unanticipated loss of key management or wholesalers.

The risks and uncertainties included here are not exhaustive. Other sections of this report and other reports that we file with the SEC include additional factors that could affect our businesses and financial performance, including “Part I – Item 1A. Risk Factors” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K. 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.

Further, it is not possible 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 report.

INTRODUCTION

Executive Summary

We are a holding company that operates multiple insurance and retirement businesses through subsidiary companies. We sell a wide range of wealth accumulation, wealth protection, group protection and retirement products and solutions through our four business segments:

•Annuities

•Life Insurance

•Group Protection

•Retirement Plan Services

We also have Other Operations, which includes the financial results for operations that are not directly related to the business segments. See “Part I – Item 1. Business” in our 2024 Form 10-K for a discussion of our business segments and products.

In this report, in addition to providing consolidated net income (loss), we also provide income (loss) from operations because we believe it is a meaningful measure of the profitability of our business segments and Other Operations. Income (loss) from operations is the financial performance measure we use to evaluate and assess the results of our segments and Other Operations. Accordingly, we define and report income (loss) from operations by segment in Note 15. Our management believes that income (loss) from operations explains

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the results of our ongoing businesses in a manner that allows for a better understanding of the underlying trends in and performance of our current businesses. Certain items are excluded from income (loss) from operations because they are unpredictable and not necessarily indicative of current operating fundamentals or future performance of the business segments, and, in many instances, decisions regarding these items do not necessarily relate to the operations of the individual segments.

We provide information about our business segments’ and Other Operations’ operating revenue and expense line items, key drivers of changes and historical details underlying the line items below. For factors that could cause actual results to differ materially from those set forth, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K.

On April 9, 2025, we entered into a stock purchase agreement with Bain Capital Prairie, LLC, a newly formed subsidiary of Bain Capital, pursuant to which we will sell shares representing approximately 9.9% of our outstanding common stock on a post-issuance basis for aggregate consideration of approximately $825 million in cash. We expect the transaction will provide us with capital to deploy toward our strategic priorities, including growing spread-based earnings, advancing our portfolio management efforts and asset sourcing capabilities and optimizing our legacy life portfolio. For more information, see Note 18.

Industry trends and significant operational matters are described in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” of our 2024 Form 10-K.

Summary of Critical Accounting Estimates

The MD&A included in our 2024 Form 10-K contains a detailed discussion of our critical accounting estimates. The following information updates the “Summary of Critical Accounting Estimates” provided in our 2024 Form 10-K, and therefore, should be read in conjunction with that disclosure.

Investments

Investment Valuation

The following summarizes investments on the Consolidated Balance Sheets carried at fair value by pricing source and fair value hierarchy level (in millions) as of March 31, 2025:


	Quoted
	Prices
	in Active
	Markets for		Significant		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs		Total
	(Level 1)		(Level 2)		(Level 3)		Fair Value
Priced by third-party pricing services	$	565	$	75,386	$	111	$	76,062
Priced by independent broker quotations	–		–		5,832		5,832
Priced by matrices	–		16,947		–		16,947
Priced by other methods (1)	–		–		252		252
Total	$	565	$	92,333	$	6,195	$	99,093

Percent of total	1%		93%		6%		100%

(1) Represents primarily securities for which pricing models were used to compute fair value.

For more information about the valuation of our financial instruments carried at fair value, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Investments – Investment Valuation” in our 2024 Form 10-K and Note 12 herein.

Derivatives

Derivatives are primarily used for hedging purposes. We hedge certain portions of our exposure to interest rate risk, foreign currency exchange risk, equity market risk, basis risk, commodity risk and credit risk by entering into derivative transactions. We also purchase and issue financial instruments that contain embedded derivative instruments. See “Policyholder Account Balances” below for information on

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embedded derivatives. Assessing the effectiveness of hedging and evaluating the carrying values of the related derivatives often involve a variety of assumptions and estimates

We carry our derivative instruments at fair value, which we determine through valuation techniques or models that use market data inputs or independent broker quotations. The fair values fluctuate from period to period due to the volatility of the valuation inputs, including but not limited to swap interest rates, interest and equity volatility and equity index levels, foreign currency forward and spot rates, credit spreads and correlations, some of which are significantly affected by economic conditions. The effect to revenue is reported in realized gain (loss) and such amount along with the associated federal income taxes is excluded from income (loss) from operations of our segments.

For more information on derivatives, see Note 1 in our 2024 Form 10-K and Note 5 herein. For more information on market exposures associated with our derivatives, including sensitivities, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K.

Future Contract Benefits

Future contract benefits represent liability reserves that we have established and carry based on estimates of how much we will need to pay for future benefits and claims.

Liability for Future Policy Benefits

Liability for future policy benefits (“LFPB”) represents the reserve amounts associated with non-participating traditional life insurance contracts and limited payment life-contingent annuity contracts that are calculated to meet the various policy and contract obligations as they mature. Establishing adequate reserves for our obligations to policyholders requires assumptions to be made that are intended to represent an estimation of experience for the period that policy benefits are payable. If actual experience is better than or equal to the assumptions, then reserves should be adequate to provide for future benefits and expenses. If experience is worse than the assumptions, additional reserves may be required. Significant assumptions include mortality rates, morbidity and policyholder behavior (e.g., persistency) and withdrawals. During the third quarter of each year, we conduct our comprehensive review of the actuarial assumptions to best estimate future premium and benefit cash flows (“cash flow assumptions”) and projection models used in estimating these liabilities and update these assumptions as needed (excluding the claims settlement expense assumption that is locked-in at inception) in the calculation of the net premium ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. In measuring our LFPB, we establish cohorts, which are groupings of long-duration contracts. On a quarterly basis, we retrospectively update the net premium ratio at the cohort level for actual experience. For all contract cohorts issued after January 1, 2021, interest is accrued on LFPB at the single-A interest rate on the contract cohort inception date. For contract cohorts issued prior to January 1, 2021, interest remains accruing at the original discount rate in effect on the contract cohort inception date due to the modified retrospective transition method. We also remeasure the LFPB using the single-A interest rate as of the end of each reporting period.

Liability for Future Claims

Future contract benefits include reserves for long-term life and disability claims associated with our Group Protection segment. These reserves use actuarial assumptions primarily based on claim termination rates, offsets for other insurance including social security and long-term disability incidence and severity assumptions. Such cash flow assumptions are subject to the comprehensive review process discussed above. We remeasure the liability for future claims using a single-A interest rate as of the end of each reporting period.

Additional Liabilities for Other Insurance Benefits

We previously issued UL-type contracts where we provided a secondary guarantee to the policyholder. The policy can remain in force, even if the base policy account balance is zero, as long as contractual secondary guarantee requirements have been met. These guaranteed benefits require an additional liability that is calculated based on the application of a benefit ratio (calculated as the present value of total expected benefit payments over the life of the contract from inception divided by the present value of total expected assessments over the life of the contract). These secondary guarantees are reported within future contract benefits on the Consolidated Balance Sheets. The level and direction of the change in reserves will vary over time based on the emergence of the benefit ratio and the level of assessments associated with the contracts. Cash flow assumptions incorporated in a benefit ratio in measuring these additional liabilities for other insurance benefits include mortality rates, morbidity, policyholder behavior (e.g., persistency) and withdrawals based principally on generally accepted actuarial methods and assumptions. During the third quarter of each year, we conduct our comprehensive review of the cash flow assumptions and projection models used in estimating these liabilities and update these assumptions in the calculation of the benefit ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update.

For additional information on future contract benefits, see Note 11.

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Market Risk Benefits

MRBs are contracts or contract features that provide protection to the policyholder from other-than-nominal capital market risk and expose us to other-than-nominal capital market risk upon the occurrence of a specific event or circumstance, such as death, annuitization or periodic withdrawal. An MRB can be in either an asset or a liability position. Our MRB assets and MRB liabilities are reported at fair value separately on the Consolidated Balance Sheets.

We issue variable and fixed annuity contracts that may include various types of guaranteed living benefit (“GLB”) and guaranteed death benefit (“GDB”) riders that we have accounted for as MRBs. For contracts that contain multiple riders that qualify as MRBs, the MRBs are valued on a combined basis using an integrated model. We have entered into reinsurance agreements to cede certain GLB and GDB riders where the reinsurance agreements themselves are accounted for as MRBs or contain MRBs. We therefore record ceded MRB assets and ceded MRB liabilities associated with these reinsurance agreements. We report ceded MRBs associated with these reinsurance agreements in other assets or other liabilities on the Consolidated Balance Sheets.

Net amount at risk (“NAR”) represents the amount of GLB or GDB in excess of a policyholder’s account balance at the balance sheet date. Underperforming markets increase our exposure to potential benefits with the GLB and GDB riders. A contract with a GDB rider is “in the money” if the policyholder’s account balance falls below the GDB. As of March 31, 2025 and 2024, 12% and 9%, respectively, of all in-force contracts with a GDB rider were “in the money.” A contract with a GLB rider is “in the money” if the policyholder’s account balance falls below the present value of GLB payments, assuming no full surrenders. As of March 31, 2025 and 2024, 19% and 16%, respectively, of all in-force contracts with a GLB rider were “in the money.” However, the only way the policyholder can realize the excess of the present value of benefits over the account balance of the contract is through a series of withdrawals or income payments that do not exceed a maximum amount. If, after the series of withdrawals or income payments, the account balance is exhausted, the policyholder will continue to receive a series of annuity payments. The account balance can also fluctuate with market returns on a daily basis resulting in increases or decreases in the excess of the present value of benefits over account balance.

Many policyholders have both a GLB and GDB present on the same policy. The total NAR represents the greater of GLB NAR and GDB NAR for each policy as only one benefit can be exercised in practice. Details underlying the NAR, net of reinsurance, (in millions) were as follows:


	Annuities				Retirement Plan Services
	As of March 31,				As of March 31,
	2025		2024		2025		2024
GLB NAR	$	1,756	$	1,454	$	1	$	1
GDB NAR	1,027		842		2		2
Total NAR	2,681		2,197		4		3

The change in the fair value of MRB assets and liabilities is reported in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss), except for the portion attributable to the change in non-performance risk, which is recognized in other comprehensive income (loss) (“OCI”). The change in the fair value of ceded MRB assets and liabilities, including the changes in our counterparties’ non-performance risks, is reported in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our non-performance risk. Ceded MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our counterparties’ non-performance risk. The scenario assumptions, at each valuation date, are those we view to be appropriate for a hypothetical market participant and include assumptions for capital markets, lapse, benefit utilization, mortality, risk margin and administrative expenses. These assumptions are based on a combination of historical data and actuarial judgments. The assumption for our own non-performance risk and our counterparties’ non-performance risk for MRBs and ceded MRBs, respectively, are determined at each valuation date and reflect our risk and our counterparties’ risks of not fulfilling the obligations of the underlying liability. The spread for the non-performance risk is added to the discount rates used in determining the fair value from the net cash flows. We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop, we will continue to reassess our assumptions. During the third quarter of each year, we conduct our comprehensive review of the assumptions used in calculating the fair value of these MRBs and update these assumptions on a prospective basis as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. For information on fair value inputs, see Note 12.

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For illustrative purposes, the following presents hypothetical effects to MRBs attributable to changes to key assumptions / inputs, assuming all other factors remain constant:

Hypothetical

Effect

Assumption / Input

Actual Experience

to MRB Liability

to Net Income

Description of Assumption / Input

Equity market return

Increase / (Decrease)

(Decrease) / Increase

Increase / (Decrease)

Equity market return input represents impact based on movements in equity markets.

Interest rate

Higher /
Lower

(Decrease) / Increase

Increase / (Decrease)

Interest rate input represents impact based on movements in interest rates and impact to fixed-income assets.

Volatility

Increase / (Decrease)

(Decrease) / Increase

Volatility assumption represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets. Volatility assumptions vary by fund due to the benchmarking of difference indices.

Mortality

Increase / (Decrease)

(Decrease) / Increase

Increase / (Decrease)

Mortality represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die.

Mortality contracts with only GDB rider

Increase / (Decrease)

(Decrease) / Increase

Mortality represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die.

Lapse

Higher /
Lower

(Decrease) / Increase

Increase / (Decrease)

Lapse assumption represents the estimated probability of a contract surrendering during a year, thereby forgoing any future benefits.

Benefit utilization

Higher /
Lower

Increase / (Decrease)

(Decrease) / Increase

Benefit utilization assumption of guaranteed withdrawals represents the estimated percentage of policyholders that utilize the guaranteed withdrawal feature.

We use derivative instruments to hedge our exposure to selected risk caused by changes in equity markets and interest rates associated with GLB and GDB riders that are available in our variable annuity products and accounted for as MRBs. Our hedge program focuses on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. We utilize options and total return swaps on U.S.-based equity indices, and futures on U.S.-based and international equity indices, as well as interest rate futures, interest rate swaps and currency futures. For additional information on our derivatives, see Note 5.

As part of our hedge program, equity market and interest rate conditions are monitored on a daily basis. We rebalance our hedge positions based upon changes in these factors as needed. While we actively manage our hedge positions, these positions may not completely offset changes in the fair value of our GLB and GDB riders caused by movements in these factors due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets, interest rates and market-implied volatilities, realized market volatility, policyholder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments or our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off.

The following table presents our after-tax estimates of the potential instantaneous effect to net income (loss) that could result from sudden changes that may occur in equity markets and interest rates (in millions) and excludes the net cost of operating the hedge program. The amounts represent the difference between the change in GLB and GDB riders and the change in the fair value of the underlying hedge instruments. These estimates are based upon the balance as of March 31, 2025, net of reinsurance, and the related hedge instruments in place as of that date.

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The effects presented in the table below are not representative of the aggregate impacts that could result if a combination of such changes to equity market returns and interest rates occurred.


				In-Force Sensitivities
Equity Market Return				-10%		+10%
Hypothetical effect to net income				$	(600)	$	600

		194




		(268)






	2024
Separate Account Balance Information (1)
1,557			$	904
		(2,304)
		118,176
		114,943
		4,996
General Account Balance Information
2,242			$	1,945
		311
		41,617
		40,348

296 106 411 $571


DAC Deferrals
As a percentage of sales/deposits	3.9	%	3.4	%

294 68 1,350 $1,370

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	As of March 31,
	2025		2024
Account Balances (1)
General account	$	21,255	$	21,399
Separate account	22,752		21,669
Total account balances	$	44,007	$	43,068

In-Force Face Amount
UL and other	$	361,480	$	365,507
Term insurance	709,924		720,745
Total in-force face amount	$	1,071,404	$	1,086,252


	2025		2024
Average General Account Balances (1)	$	21,353	$	21,401

664 97 142 37 2.44

(1) Includes primarily long-term care claims and life surrender benefits.

Benefits for this segment include claims incurred during the period in excess of the associated reserves for its interest-sensitive and traditional products. In addition, benefits include the change in secondary guarantee, linked-benefit and term life insurance product reserves. These reserves are affected by changes in expected future trends of assessments and benefits causing remeasurements. Generally, we experience higher mortality in the first quarter of the year due to the seasonality of claims.

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Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:



	2024
Commissions and Other Expenses
99			$	113
		143
		23
		38
		317
		(133)
		184

		125

Amortization of deferred loss on business sold
		–
		1
330			$	310

%146.2 %

(1) The amortization of deferred loss on business sold through reinsurance pertains to the fourth quarter 2023 reinsurance transaction. See Note 1 in our 2024 Form 10-K for additional information.

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable. For our interest-sensitive and traditional products, DAC and value of business acquired (“VOBA”) are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances.

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RESULTS OF GROUP PROTECTION

Income (Loss) from Operations

Details underlying the results for Group Protection (in millions) were as follows:

101 $80

(1) Consists of revenue from third parties for administrative services performed, which has a corresponding partial offset in commissions and other expenses.

101 $80

Comparison of the Three Months Ended March 31, 2025 to 2024

Income from operations for this segment increased due primarily to higher insurance premiums due to growth in business in force and persistency.

The increase in income from operations was partially offset by the following:

•Higher commissions and other expenses due to incentive compensation as a result of increased production performance and higher other costs pertaining to business operations.

•Higher benefits, net of policyholder liability remeasurement gain, driven by growth in business in force and higher claims experience in our life business, partially offset by lower incidence in our disability business.

Additional Information

For information about the effect of the loss ratio sensitivity on our income (loss) from operations, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Group Protection – Additional Information” in our 2024 Form 10-K.

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For information on the effects of current interest rates on our long-term disability claim reserves, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Effect of Interest Rate Sensitivity” in our 2024 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” in our 2024 Form 10-K.

Insurance Premiums

Details underlying insurance premiums (in millions) were as follows:

157 $144

Premiums are a function of the rates priced into the product and our business in force. Business in force, in turn, is driven by sales and persistency experience.

Sales relate to new policyholders and new coverages sold to existing policyholders. We believe that the trend in sales is an important indicator of development of business in force over time. Sales in the table above are the combined annualized premiums for our products. Generally, we have higher sales during the fourth quarter of the year.

Net Investment Income

We use our investment income to offset the earnings effect of the associated build of our reserves, which are a function of our insurance premiums and the yields on our investments. Details underlying net investment income (in millions) were as follows:

70 $68 89 $85

(1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments.

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Benefits, Interest Credited and Policyholder Liability Remeasurement (Gain) Loss

Details underlying benefits, interest credited, policyholder liability remeasurement (gain) loss (in millions) and loss ratios by product line were as follows:

399 $360


DAC Deferrals
As a percentage of insurance premiums	2.3	%	2.3	%

244

16 81 (95)$(96)

66 $51

(1) The prior period presentation was recast to conform to the revised definition of income (loss) from operations. See Note 15 for additional information.

(2) Includes expenses that are corporate in nature and not allocated to our business segments.

(3) Consists primarily of reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of letters of credit (“LOCs”) and taxes, licenses and fees.

Interest and Debt Expense

Our current level of interest expense may not be indicative of the future due to, among other things, the timing of the use of cash and the future cost of capital. For additional information on our financing activities, see “Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Debt” below.

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CONSOLIDATED INVESTMENTS

Details underlying consolidated investment balances (in millions) were as follows:


					Percentage of
					Total Investments
	As of March 31,		As of December 31,		As of March 31,		As of December 31,
	2025		2024		2025		2024
Investments
Fixed maturity AFS securities	$	88,297	$	87,111	68.3	%	67.4	%
Trading securities	1,984		2,025		1.5	%	1.6	%
Equity securities	345		294		0.3	%	0.2	%
Mortgage loans on real estate	21,558		21,083		16.7	%	16.3	%
Policy loans	2,529		2,476		2.0	%	1.9	%
Derivative investments	7,849		9,677		6.1	%	7.5	%
Alternative investments	4,006		3,836		3.1	%	3.0	%
Other investments	2,647		2,752		2.0	%	2.1	%
Total investments	$	129,215	$	129,254	100.0	%	100.0	%

Investment Objective

Investments are an integral part of our operations. We follow a balanced approach to investing for both current income and prudent risk management, with an emphasis on generating sufficient current income, net of income tax, to meet our obligations to customers, as well as other general liabilities. This balanced approach requires the evaluation of expected return and risk of each asset class utilized, while still meeting our income objectives. This approach is important to our asset-liability management because decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities. For a discussion of our risk management process, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K.

Investment Portfolio Composition and Diversification

Fundamental to our investment policy is diversification across asset classes. Our investment portfolio, excluding cash and invested cash, is composed of fixed maturity securities, mortgage loans on real estate, real estate (either wholly owned or in joint ventures) and other long-term investments. We purchase investments for our segmented portfolios that have yield, duration and other characteristics that take into account the liabilities of the products being supported.

We have the ability to maintain our investment holdings throughout credit cycles because of our capital position, the long-term nature of our liabilities and the matching of our portfolios of investment assets with the liabilities of our various products.

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Fixed Maturity and Equity Securities Portfolios

Fixed maturity securities consist of portfolios classified as AFS and trading. Details underlying our fixed maturity AFS securities by industry classification (in millions) are presented in the tables below. These tables agree in total with the presentation of fixed maturity AFS securities in Note 3; however, the categories below represent a more detailed breakout of the fixed maturity AFS portfolio. Therefore, the investment classifications listed below do not agree to the investment categories provided in Note 3.


	As of March 31, 2025
	Net								%
	Amortized		Gross Unrealized				Fair		Fair
	Cost (1)		Gains		Losses		Value		Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services	$	14,269	$	110	$	1,267	$	13,112	14.8	%
Basic industry	3,375		42		372		3,045		3.4	%
Capital goods	6,170		59		696		5,533		6.3	%
Communications	3,208		49		416		2,841		3.2	%
Consumer cyclical	5,786		44		553		5,277		6.0	%
Consumer non-cyclical	14,988		124		2,210		12,902		14.7	%
Energy	2,981		29		314		2,696		3.1	%
Technology	4,759		21		567		4,213		4.8	%
Transportation	3,456		32		357		3,131		3.5	%
Industrial other	2,481		9		448		2,042		2.3	%
Utilities	12,530		92		1,663		10,959		12.4	%
Government-related entities	1,337		19		222		1,134		1.3	%
Collateralized mortgage and other obligations (“CMOs”):
Agency backed	1,191		3		142		1,052		1.2	%
Non-agency backed	324		24		4		344		0.4	%
Mortgage pass through securities (“MPTS”):
Agency backed	583		2		40		545		0.6	%

Commercial mortgage-backed securities (“CMBS”):

Non-agency backed	1,961		6		137		1,830		2.1	%
Asset-backed securities (“ABS”):
Collateralized loan obligations (“CLOs”)	8,004		14		233		7,785		8.8	%


Other (2)	6,467		96		107		6,456		7.3	%
Municipals:
Taxable	2,710		21		412		2,319		2.6	%
Tax-exempt	34		–		3		31		0.0	%
Government:
United States	567		5		34		538		0.6	%
Foreign	282		13		56		239		0.3	%
Hybrid and redeemable preferred securities	258		25		10		273		0.3	%
Total fixed maturity AFS securities	97,721		839		10,263		88,297		100.0	%
Trading Securities (3)	2,105		40		161		1,984
Equity Securities	368		7		30		345
Total fixed maturity AFS, trading and equity securities	$	100,194	$	886	$	10,454	$	90,626

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	As of December 31, 2024
	Net								%
	Amortized		Gross Unrealized				Fair		Fair
	Cost (1)		Gains		Losses		Value		Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services	$	14,276	$	97	$	1,396	$	12,977	14.9	%
Basic industry	3,395		40		381		3,054		3.5	%
Capital goods	6,223		51		745		5,529		6.4	%
Communications	3,242		49		437		2,854		3.3	%
Consumer cyclical	5,899		38		593		5,344		6.1	%
Consumer non-cyclical	15,042		115		2,356		12,801		14.7	%
Energy	3,000		27		341		2,686		3.1	%
Technology	4,708		19		620		4,107		4.7	%
Transportation	3,451		28		370		3,109		3.6	%
Industrial other	2,450		7		445		2,012		2.3	%
Utilities	12,494		76		1,750		10,820		12.4	%
Government-related entities	1,362		16		221		1,157		1.3	%
CMOs:
Agency backed	1,202		3		168		1,037		1.2	%
Non-agency backed	328		21		4		345		0.4	%
MPTS:
Agency backed	529		–		48		481		0.6	%
CMBS:

Non-agency backed	1,817		4		156		1,665		1.9	%
ABS:
CLOs	8,307		21		277		8,051		9.2	%


Other (2)	5,895		78		144		5,829		6.6	%
Municipals:
Taxable	2,765		18		443		2,340		2.7	%
Tax-exempt	33		–		2		31		0.0	%
Government:
United States	429		3		41		391		0.5	%
Foreign	282		11		56		237		0.3	%
Hybrid and redeemable preferred securities	240		25		11		254		0.3	%
Total fixed maturity AFS securities	97,369		747		11,005		87,111		100.0	%
Trading Securities (3)	2,168		35		178		2,025
Equity Securities	310		6		22		294
Total fixed maturity AFS, trading and equity securities	$	99,847	$	788	$	11,205	$	89,430

(1) Represents amortized cost, net of the allowance for credit losses.

(2) Includes securities collateralized by consumer loans, equipment loans and other asset types.

(3) Certain of our trading securities support our reinsurance funds withheld and modified coinsurance agreements and the investment results are passed directly to the reinsurers. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Fixed Maturity and Equity Securities Portfolios – Trading Securities” in our 2024 Form 10-K for more information.

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Fixed Maturity AFS Securities

In accordance with the fixed maturity AFS accounting guidance, we reflect stockholders’ equity as if unrealized gains and losses were actually recognized and consider all related accounting adjustments that would occur upon such a hypothetical recognition of unrealized gains and losses. Such related balance sheet effects include adjustments to future contract benefits, policyholder account balances and deferred income taxes. Adjustments to each of these balances are charged or credited to accumulated other comprehensive income (loss) (“AOCI”). For instance, deferred income tax balances are adjusted because unrealized gains or losses do not affect actual taxes currently paid.

The quality of our fixed maturity AFS securities portfolio, as measured at estimated fair value and by the percentage of fixed maturity AFS securities invested in various ratings categories, relative to the entire fixed maturity AFS security portfolio (in millions) was as follows:


		As of March 31, 2025						As of December 31, 2024
	Rating Agency	Net						Net
NAIC	Equivalent	Amortized		Fair		% of		Amortized		Fair		% of
Designation (1)	Designation (1)	Cost		Value		Total		Cost		Value		Total

Investment Grade Securities
1	AAA / AA / A	$	58,615	$	52,575	59.6	%	$	58,103	$	51,596	59.2	%
2	BBB	36,157		32,854		37.2	%	36,224		32,583		37.4	%
Total investment grade securities		94,772		85,429		96.8	%	94,327		84,179		96.6	%

Below Investment Grade Securities
3	BB	875		825		0.9	%	960		910		1.0	%
4	B	1,878		1,856		2.1	%	1,857		1,826		2.1	%
5	CCC and lower	122		112		0.1	%	138		124		0.2	%
6	In or near default	74		75		0.1	%	87		72		0.1	%
Total below investment grade securities		2,949		2,868		3.2	%	3,042		2,932		3.4	%
Total fixed maturity AFS securities		$	97,721	$	88,297	100.0	%	$	97,369	$	87,111	100.0	%


Total securities below investment
grade as a percentage of total
fixed maturity AFS securities	3.0	%	3.2	%	3.1	%	3.4	%

(1) Based upon the rating designations determined and provided by the National Association of Insurance Commissioners (“NAIC”) or the major credit rating agencies (Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”)). For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings. The average credit quality was A- as of March 31, 2025.

Comparisons between the NAIC designations and rating agency designations are published by the NAIC. The NAIC assigns securities quality designations and uniform valuations, which are used by insurers when preparing their annual statements. The NAIC designations are similar to the rating agency designations of the Nationally Recognized Statistical Rating Organizations for marketable bonds. NAIC designations 1 and 2 include bonds generally considered investment grade (rated Baa3 or higher by Moody’s, or rated BBB- or higher by S&P and Fitch) by such ratings organizations. However, securities designated NAIC 1 and 2 could be deemed below investment grade by the rating agencies as a result of the current risk-based capital (“RBC”) rules for residential mortgage-backed securities (“RMBS”) and CMBS for statutory reporting. NAIC designations 3 through 6 include bonds generally considered below investment grade (rated Ba1 or lower by Moody’s, or rated BB+ or lower by S&P and Fitch).

As of March 31, 2025, and December 31, 2024, 97% of the total fixed maturity AFS securities in an unrealized loss position were investment grade. Our gross unrealized losses recognized in OCI on fixed maturity AFS securities as of March 31, 2025, decreased by $742 million since December 31, 2024. For the three months ended March 31, 2025, we recognized $122 million of gross losses, on fixed maturity AFS securities, which were primarily related to sales that support our reinsurance funds withheld agreements where the

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investment results are passed directly to the reinsurers. For the three months ended March 31, 2024, we recognized $61 million of gross losses on fixed maturity AFS securities, which were primarily related to portfolio rebalancing.

We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require a credit allowance. We do not believe the unrealized loss position as of March 31, 2025, required an impairment recognized in earnings as: (i) we did not intend to sell these fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis; and (iii) the difference in the fair value compared to the amortized cost was due to factors other than credit loss. This conclusion is consistent with our asset-liability management process. Management considered the following as part of the evaluation:

•The current economic environment and market conditions;

•Our business strategy and current business plans;

•The nature and type of security, including expected maturities and exposure to general credit, liquidity, market and interest rate risk;

•Our analysis of data from financial models and other internal and industry sources to evaluate the current effectiveness of our hedging and overall risk management strategies;

•The current and expected timing of contractual maturities of our assets and liabilities, expectations of prepayments on investments and expectations for surrenders and withdrawals of annuity contracts and life insurance policies;

•The capital risk limits approved by management; and

•Our current financial condition and liquidity demands.

We recognized $(28) million of credit loss benefit (expense) on our fixed maturity AFS securities for the three months ended March 31, 2025, and $(2) million for the corresponding period in 2024. In order to determine the amount of credit loss, we calculated the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover. To determine the recoverability, we considered the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

•Historical and implied volatility of the security;

•The extent to which the fair value has been less than amortized cost;

•Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area;

•Failure, if any, of the issuer of the security to make scheduled payments; and

•Recoveries or additional declines in fair value subsequent to the balance sheet date.

For information on credit loss impairment on fixed maturity AFS securities, see Notes 3 and 16 herein and Note 1 in our 2024 Form 10-K.

As reported on the Consolidated Balance Sheets, we had $133.5 billion of investments and cash and invested cash, which exceeded the liabilities for our future obligations under insurance policies and contracts, net of amounts recoverable from reinsurers and amounts on deposit with reinsurers, which totaled $110.4 billion as of March 31, 2025. If it were necessary to liquidate fixed maturity AFS securities prior to maturity or call to meet cash flow needs, we would first look to those fixed maturity AFS securities that are in an unrealized gain position, which had a fair value of $23.3 billion as of March 31, 2025, rather than selling fixed maturity AFS securities in an unrealized loss position. The amount of cash that we have on hand at any point in time takes into account our liquidity needs in the future, other sources of cash, such as the maturities of investments, interest and dividends we earn on our investments and the ongoing cash flows from new and existing business. For additional information, see “Liquidity and Capital Resources” below.

As of March 31, 2025, and December 31, 2024, the estimated fair value for all private placement securities was $21.5 billion and $20.9 billion, respectively, representing 17% and 16% of total investments, respectively.

Mortgage-Backed Securities (Included in Fixed Maturity AFS and Trading Securities)

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Mortgage-Backed Securities” in our 2024 Form 10-K for a discussion of our mortgage-backed securities.

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The market value of fixed maturity AFS and trading securities backed by subprime loans was $180 million and represented less than 1% of our total investment portfolio as of March 31, 2025. Fixed maturity AFS securities represented $173 million, or 96%, and trading securities represented $7 million, or 4%, of the subprime exposure as of March 31, 2025. The table below summarizes our investments in fixed maturity AFS securities backed by pools of residential mortgages (in millions) as of March 31, 2025:


	Agency				Non-Agency				Total
	Net Amortized Cost		Fair Value		Net Amortized Cost		Fair Value		Net Amortized Cost		Fair Value
Type
RMBS	$	1,774	$	1,598	$	324	$	343	$	2,098	$	1,941
ABS home equity	–		–		157		191		157		191
Total by type (1)(2)	$	1,774	$	1,598	$	481	$	534	$	2,255	$	2,132

NAIC Designation
1	$	1,774	$	1,598	$	454	$	502	$	2,228	$	2,100
2	–		–		5		5		5		5
3	–		–		10		9		10		9
4	–		–		10		16		10		16
5	–		–		2		2		2		2
6	–		–		–		–		–		–
Total by NAIC designation (1)(2)(3)	$	1,774	$	1,598	$	481	$	534	$	2,255	$	2,132


Total fixed maturity AFS securities backed by pools of
residential mortgages as a percentage of total fixed maturity AFS securities	2.3	%	2.4	%

Total non-agency backed as a percentage of total fixed maturity AFS securities	0.5	%	0.6	%

(1) Does not include the amortized cost of trading securities totaling $71 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $71 million in trading securities consisted of $14 million agency and $57 million non-agency.

(2) Does not include the fair value of trading securities totaling $63 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $63 million in trading securities consisted of $13 million agency and $50 million non-agency.

(3) Based upon the rating designations determined and provided by the NAIC.

None of these investments included any direct investments in subprime lenders or mortgages. We are not aware of material exposure to subprime loans in our alternative investment portfolio.

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The following summarizes our investments in fixed maturity AFS securities backed by pools of commercial mortgages (in millions) as of March 31, 2025:


	Multiple Property					Single Property					Total
	Net Amortized Cost		Fair Value			Net Amortized Cost		Fair Value			Net Amortized Cost		Fair Value
Type
CMBS (1)(2)	$	1,879	$	1,754		$	82	$	76		$	1,961	$	1,830

NAIC Designation
1	$	1,874	$	1,749		$	82	$	76		$	1,956	$	1,825
2	5		5			–		–			5		5
3	–		–			–		–			–		–
4	–		–			–		–			–		–
5	–		–			–		–			–		–
6	–		–		—	–		–		—	–		–
Total by NAIC designation (1)(2)(3)	$	1,879	$	1,754		$	82	$	76		$	1,961	$	1,830


Total fixed maturity AFS securities backed by pools of
commercial mortgages as a percentage of total fixed maturity AFS securities	2.0	%	2.1	%

(1) Does not include the amortized cost of trading securities totaling $125 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $125 million in trading securities consisted of $76 million of multiple property CMBS and $49 million of single property CMBS.

(2) Does not include the fair value of trading securities totaling $108 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $108 million in trading securities consisted of $69 million of multiple property CMBS and $39 million of single property CMBS.

(3) Based upon the rating designations determined and provided by the NAIC.

The following summarizes our investments in asset-backed securities within fixed maturity AFS securities (in millions) as of March 31, 2025:


	CLOs					Other					Total
	Net Amortized Cost		Fair Value			Net Amortized Cost		Fair Value			Net Amortized Cost		Fair Value
Type
ABS (1)(2)	$	8,004	$	7,785		$	6,467	$	6,456		$	14,471	$	14,241

NAIC Designation
1	$	7,755	$	7,537		$	4,850	$	4,847		$	12,605	$	12,384
2	249		248			1,543		1,527			1,792		1,775
3	–		–			–		–			–		–
4	–		–			6		14			6		14
5	–		–			–		–			–		–
6	–		–		–	68		68		–	68		68
Total by NAIC designation (1)(2)(3)	$	8,004	$	7,785		$	6,467	$	6,456		$	14,471	$	14,241

(1) Does not include the amortized cost of trading securities totaling $416 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $416 million in trading securities consisted of $287 million of CLOs and $129 million of Other ABS.

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(2) Does not include the fair value of trading securities totaling $409 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $409 million in trading securities consisted of $287 million of CLOs and $122 million of Other ABS.

(3) Based upon the rating designations determined and provided by the NAIC.

Composition by Industry Categories of our Unrealized Losses on Fixed Maturity AFS Securities

When considering unrealized gain and loss information, it is important to recognize that the information relates to the position of securities at a particular point in time and may not be indicative of the position of our investment portfolios subsequent to the balance sheet date. Further, because the timing of the recognition of realized investment gains and losses through the selection of which securities are sold is largely at management’s discretion, it is important to consider the information provided below within the context of the overall unrealized gain or loss position of our investment portfolios. These are important considerations that should be included in any evaluation of the potential effect of securities in an unrealized loss position on our future earnings. The composition by industry categories of all fixed maturity AFS securities in an unrealized loss position (in millions) as of March 31, 2025, was as follows:


	Net Amortized Cost		% Net Amortized Cost		Gross Unrealized Losses		% Gross Unrealized Losses		Fair Value		% Fair Value
Healthcare	$	5,765	7.7	%	$	1,219	11.9	%	$	4,546	7.0	%
Electric	6,994		9.3	%	1,125		11.0	%	5,869		9.0	%
Technology	3,793		5.0	%	567		5.5	%	3,226		5.0	%
Food and beverage	3,599		4.8	%	526		5.1	%	3,073		4.7	%
Industrial – other	2,093		2.8	%	455		4.4	%	1,638		2.4	%
Local authorities	2,159		2.9	%	420		4.1	%	1,739		2.7	%
Banking	4,642		6.2	%	360		3.5	%	4,282		6.6	%
ABS	7,328		9.7	%	327		3.2	%	7,001		10.8	%
Pharmaceuticals	2,124		2.8	%	308		3.0	%	1,816		2.8	%
Diversified manufacturing	2,185		2.9	%	301		2.9	%	1,884		2.9	%
Natural gas	1,542		2.0	%	273		2.7	%	1,269		2.0	%
Retail	1,549		2.1	%	249		2.4	%	1,300		2.0	%
Chemicals	1,833		2.4	%	243		2.4	%	1,590		2.4	%
Brokerage asset management	1,610		2.1	%	218		2.1	%	1,392		2.1	%
Transportation services	1,859		2.5	%	205		2.0	%	1,654		2.5	%
Property and casualty	1,351		1.8	%	205		2.0	%	1,146		1.8	%
Aerospace and defense	1,310		1.7	%	199		1.9	%	1,111		1.7	%
Life insurance	1,220		1.6	%	198		1.9	%	1,022		1.6	%
Utility – other	1,138		1.5	%	186		1.8	%	952		1.5	%
Government-sponsored	468		0.6	%	154		1.5	%	314		0.5	%
Midstream	1,344		1.8	%	151		1.5	%	1,193		1.8	%
Wirelines	847		1.1	%	150		1.5	%	697		1.1	%
Railroads	835		1.1	%	147		1.4	%	688		1.1	%
Non-agency CMBS	1,524		2.0	%	136		1.3	%	1,388		2.1	%
Consumer products	903		1.2	%	127		1.2	%	776		1.2	%
Integrated	657		0.9	%	118		1.1	%	539		0.8	%
Wireless	676		0.9	%	117		1.1	%	559		0.9	%
Automotive	1,339		1.8	%	114		1.1	%	1,225		1.9	%
Industries with unrealized losses
less than $100 million	12,603		16.8	%	1,465		14.5	%	11,138		17.1	%
Total by industry	$	75,290	100.0	%	$	10,263	100.0	%	$	65,027	100.0	%


Total by industry as a percentage of
total fixed maturity AFS securities	77.0	%	100.0	%	73.6	%

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Mortgage Loans on Real Estate

The following tables summarize key information on mortgage loans on real estate (in millions):


	As of March 31, 2025
	Commercial		Residential		Total		%
Credit Quality Indicator
Current	$	17,587	$	3,994	$	21,581	99.4	%
Delinquent (1)	25		47		72		0.3	%
Foreclosure	–		59		59		0.3	%
Total mortgage loans on real estate before allowance	17,612		4,100		21,712		100.0	%
Allowance for credit losses	(98)		(56)		(154)
Total mortgage loans on real estate	$	17,514	$	4,044	$	21,558


	As of December 31, 2024
	Commercial		Residential		Total		%
Credit Quality Indicator
Current	$	17,546	$	3,572	$	21,118	99.4	%
Delinquent (1)	25		33		58		0.3	%
Foreclosure	–		59		59		0.3	%
Total mortgage loans on real estate before allowance	17,571		3,664		21,235		100.0	%
Allowance for credit losses	(99)		(53)		(152)
Total mortgage loans on real estate	$	17,472	$	3,611	$	21,083

(1) Includes certain mortgage loans on real estate that support our modified coinsurance agreements, where the investment results are passed directly to the reinsurers. As of March 31, 2025, and December 31, 2024, the fair value of such commercial mortgage loans on real estate that were in delinquent status was $21 million.

As of March 31, 2025, there were specifically identified impaired commercial and residential mortgage loans with an aggregate carrying value of $34 million and $66 million, respectively, or less than 1% of total mortgage loans on real estate. As of December 31, 2024, there were specifically identified impaired commercial and residential mortgage loans with an aggregate carrying value of $36 million and $58 million, respectively, or less than 1% of total mortgage loans on real estate.

The total outstanding principal and interest on commercial mortgage loans that were two or more payments delinquent, excluding foreclosures, as of March 31, 2025, and December 31, 2024, was $34 million, or less than 1% of total mortgage loans on real estate. The total outstanding principal and interest on residential mortgage loans that were three or more payments delinquent, excluding foreclosures, as of March 31, 2025, and December 31, 2024, was $46 million and $32 million, respectively, or less than 1% of total mortgage loans on real estate.

The carrying value of mortgage loans on real estate by business segment and Other Operations (in millions) was as follows:


	As of March 31, 2025		As of December 31, 2024
Segment
Annuities	$	9,212	$	8,783
Life Insurance	3,490		3,527
Group Protection	1,607		1,608
Retirement Plan Services	5,413		5,380
Other Operations	1,836		1,785
Total mortgage loans on real estate	$	21,558	$	21,083

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The composition of commercial mortgage loans (in millions) by property type, geographic region and state is shown below as of March 31, 2025:



	Carrying Value		%			Carrying Value		%
Property Type					State
Apartment	$	5,455	31.1	%	CA	$	4,712	26.9	%
Industrial	5,124		29.3	%	TX	1,694		9.7	%
Office building	3,123		17.8	%	FL	1,007		5.7	%
Retail	2,764		15.8	%	AZ	904		5.2	%
Other commercial	798		4.6	%	NY	895		5.2	%
Mixed use	144		0.8	%	PA	890		5.1	%
Hotel/motel	106		0.6	%	WA	670		3.9	%
Total	$	17,514	100.0	%	MD	670		3.8	%
Geographic Region					GA	605		3.5	%
Pacific	5,688		32.5	%	TN	528		3.0	%
South Atlantic	3,666		20.8	%	NC	498		2.8	%
Middle Atlantic	2,188		12.5	%	VA	424		2.4	%
West South Central	1,831		10.5	%	UT	404		2.3	%
Mountain	1,605		9.2	%	NJ	403		2.3	%
East North Central	1,104		6.3	%	IL	340		1.9	%
East South Central	641		3.7	%	OH	318		1.8	%
West North Central	444		2.5	%	OR	305		1.7	%
New England	347		2.0	%	All other states	2,247		12.8	%

Total	$	17,514	100.0	%	Total	$	17,514	100.0	%

The following table shows the principal amount (in millions) of our commercial and residential mortgage loans by year in which the principal is contractually obligated to be repaid:


	As of March 31, 2025
	Commercial		Residential		Total		%
Principal Repayment Year
2025	$	848	$	405	$	1,253	5.8	%
2026	1,399		285		1,684		7.8	%
2027	1,850		50		1,900		8.8	%
2028	2,194		47		2,241		10.3	%
2029	1,884		50		1,934		8.9	%
2030 and thereafter	9,474		3,172		12,646		58.4	%
Total	$	17,649	$	4,009	$	21,658	100.0	%

See Note 3 for information regarding our loan-to-value and debt-service coverage ratios and our allowance for credit losses.

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Alternative Investments

Investment income (loss) on alternative investments by business segment (in millions) was as follows:


	2025		2024
Annuities	$	2	$	2
Life Insurance	70		74
Group Protection	1		1
Retirement Plan Services	2		1


Total (1)	$	75	$	78

(1) Includes net investment income on the alternative investments supporting the required statutory surplus of our insurance businesses.

As of March 31, 2025, and December 31, 2024, alternative investments included investments in 370 and 371 different partnerships, respectively, and the portfolio represented approximately 3% of total investments. The partnerships do not represent off-balance sheet financing and generally involve several third-party partners. Some of our partnerships contain capital calls, which require us to contribute capital upon notification by the general partner. These capital calls are contemplated during the initial investment decision and are planned for well in advance of the call date. The capital calls are not material in size and are not material to our liquidity. Alternative investments are accounted for using the equity method of accounting and are included in other investments on the Consolidated Balance Sheets.

Net Investment Income

Details underlying net investment income (in millions) and our investment yield were as follows:


	2025		2024
Net Investment Income
Fixed maturity AFS securities	$	1,059	$	1,051
Trading securities	26		32
Equity securities	3		4
Mortgage loans on real estate	251		196
Policy loans	26		25
Cash and invested cash	59		37
Commercial mortgage loan prepayment
and bond make-whole premiums (1)	2		2
Alternative investments (2)	75		78

Other investments	23		15
Investment income	1,524		1,440
Investment expense	(67)		(94)
Net investment income	$	1,457	$	1,346

(1) See “Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) See “Alternative Investments” above for additional information.

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	2025		2024
Interest Rate Yield
Fixed maturity AFS securities, mortgage loans on
real estate and other, net of investment expenses	4.23	%	4.00	%
Commercial mortgage loan prepayment and
bond make-whole premiums	0.01	%	0.00	%
Alternative investments	0.23	%	0.26	%
Net investment income yield on invested assets	4.47	%	4.26	%

We earn investment income on our general account investments supporting our liabilities associated with investment-type annuities (including RILA, individual and group fixed and fixed portion of variable annuities, fixed indexed deferred annuities and non-life contingent payout fixed annuities), UL, MoneyGuard(R), VUL, IUL and funding agreement products. The profitability of our products is affected by our ability to achieve target spreads, or margins, between the interest income earned on the general account assets and the interest credited to the policyholder account balance. The net investment income and the interest rate yield tables above each include commercial mortgage loan prepayments and bond make-whole premiums, alternative investments and contingent interest and standby real estate equity commitments. These items can vary significantly from period to period due to a number of factors and, therefore, can provide results that are not indicative of the underlying trends.

Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums

Prepayment and make-whole premiums are collected when borrowers elect to call or prepay their debt prior to the stated maturity. A prepayment or make-whole premium allows investors to attain the same yield as if the borrower made all scheduled interest payments until maturity. These premiums are designed to make investors indifferent to prepayment.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

Liquidity

Liquidity refers to our ability to generate adequate amounts of cash from our normal operations to meet cash requirements with a prudent margin of safety. Our ability to generate and maintain sufficient liquidity depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below.

When considering our liquidity, it is important to distinguish between the needs of our insurance subsidiaries and the needs of the holding company, LNC. As a holding company with no operations of its own, LNC is largely dependent upon the dividend capacity of its insurance and other subsidiaries as well as their ability to advance or repay funds to it through inter-company borrowing arrangements, which may be affected by factors influencing the subsidiaries’ capital position, as discussed further below. Based on the sources of liquidity available to us as discussed below, we currently expect to be able to meet the holding company’s ongoing cash needs.

Capital

Capital refers to our long-term financial resources to support the operations of our businesses, to fund long-term growth strategies and to support our operations during adverse conditions. Our ability to generate and maintain sufficient capital depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below.

Disruptions, uncertainty or volatility in the capital and credit markets may materially affect our business operations and results of operations and may adversely affect our subsidiaries’ capital position, which may cause them to retain more capital. This in turn may pressure our subsidiaries’ ability to pay dividends to LNC, which may lead us to take steps to preserve or raise additional capital. We believe we have appropriate capital to operate our business in accordance with our strategy. For more information, see “Subsidiaries’ Capital” below.

For factors that could cause actual results to differ materially from those set forth in this section and that could affect our expectations for liquidity and capital, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K.

Consolidated Sources and Uses of Liquidity and Capital

Our primary sources of liquidity and capital are insurance premiums and fees, investment income, maturities and sales of investments, issuance of debt or other types of securities and policyholder deposits. We also have access to alternative sources of liquidity as discussed below. Our primary uses are to pay policy claims and benefits, to fund commissions and other general operating expenses, to purchase investments, to fund policy surrenders and withdrawals, to pay dividends to our common and preferred stockholders, to repurchase our common stock and to repay debt. Our operating activities provided (used) cash of $(272) million and $(1.3) billion for the three months ended March 31, 2025 and 2024, respectively. Cash flows from operating activities will fluctuate based on the timing of insurance premiums received and benefit payments to policyholders, as well as other business activities including cash payments on certain derivatives used to hedge exposure to product-related risks.

Holding Company Sources and Uses of Liquidity and Capital

The primary sources of liquidity and capital at the holding company level are dividends, return of capital and interest payments from subsidiaries, augmented by holding company short-term investments, bank lines of credit and the ongoing availability of long-term public financing under an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units and depository shares. These sources support the general corporate needs of the holding company, including its common and preferred stock dividends, common stock repurchases, interest and debt service, funding of callable securities, acquisitions and investment in core businesses.

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Details underlying the primary sources of the holding company’s liquidity (in millions) were as follows:


	2025		2024
Cash Dividends and Return of Capital from Subsidiaries
The Lincoln National Life Insurance Company	$	230	$	180



Total cash dividends and return of capital from subsidiaries	$	230	$	180

Interest from Subsidiaries
Interest on inter-company notes	$	35	$	40

The table above focuses on significant and recurring cash flow items and excludes the effects of certain financing activities, including the periodic issuance and retirement of debt, issuance of preferred stock, cash flows related to our inter-company cash management program and certain investing activities, including capital contributions to subsidiaries. These activities are discussed below. Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest effect on net cash flows at the holding company. Also excluded from this analysis is the modest amount of investment income on short-term investments of the holding company and employee stock exercise activity related to our stock-based incentive compensation plans. See “Part IV – Item 15(a)(2) Financial Statement Schedules – Schedule II – Condensed Financial Information of Registrant” in our 2024 Form 10-K for the holding company cash flow statement. For information regarding limits on the dividends that our insurance subsidiaries may pay without prior approval, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Restrictions on Subsidiaries’ Dividends” in our 2024 Form 10-K.

Subsidiaries’ Capital

Our insurance subsidiaries must maintain certain regulatory capital levels. We utilize the RBC ratio as a primary measure of the capital adequacy of our insurance subsidiaries. The RBC ratio is an important factor in the determination of the credit and financial strength ratings of LNC and its subsidiaries, as a reduction in our insurance subsidiaries’ surplus will affect their RBC ratios and dividend-paying capacity. For additional information on RBC ratios, see “Part I – Item 1. Business – Regulatory – Insurance Regulation – Risk-Based Capital” in our 2024 Form 10-K.

Our insurance subsidiaries’ regulatory capital levels are affected by statutory accounting rules, which are subject to change by each applicable insurance regulator. For instance, our term products and UL products containing secondary guarantees subject to the NAIC RBC framework require reserves calculated pursuant to the Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline XXXVIII (“AG38”), respectively. Our insurance subsidiaries employ strategies to reduce the strain caused by XXX and AG38 by reinsuring the business to reinsurance captives or reinsurance subsidiaries. Our captive reinsurance and reinsurance subsidiaries provide a mechanism for financing a portion of the excess reserve amounts in a more efficient manner and free up capital the insurance subsidiaries can use for any number of purposes, including paying dividends to the holding company. We use long-dated LOCs and debt financing as well as other financing strategies to finance those reserves. Included in the LOCs issued as of March 31, 2025, was $1.7 billion of long-dated LOCs issued to support inter-company reinsurance agreements for term products and UL products containing secondary guarantees. For information on the LOCs, see the credit facilities table in Note 13 in our 2024 Form 10-K. Our captive reinsurance and reinsurance subsidiaries have also issued long-term notes of $3.7 billion to finance a portion of the excess reserves associated with our term and UL products with secondary guarantees as of March 31, 2025; of this amount, $3.0 billion involve exposure to variable interest entities. For information on these long-term notes issued by our captive reinsurance and reinsurance subsidiaries, see Note 4 in our 2024 Form 10-K. We have also used the proceeds from senior note issuances of $875 million to execute long-term structured solutions primarily supporting reinsurance of UL products containing secondary guarantees. LOCs and related capital market solutions lower the capital effect of term products and UL products containing secondary guarantees.

Statutory reserves for variable annuity guaranteed benefit riders and guaranteed benefits on VUL policies, as well as certain components of the NAIC RBC calculation that are impacted by such guaranteed benefits, are sensitive to changes in the equity markets and interest rates, and such statutory reserves and our RBC levels are also affected by the level of account balances relative to the level of any guarantees, product design and reinsurance arrangements. As a result, the relationship between reserve changes and equity market performance is non-linear during any given reporting period. Our insurance subsidiaries cede a portion of the variable annuity guaranteed benefit riders to Lincoln National Reinsurance Company (Barbados) Limited (“LNBAR”) through a modified coinsurance agreement. Our variable annuity hedge program mitigates the risk to LNBAR from guaranteed benefit riders and continues to focus on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. LNL also uses a partial hedge that mitigates potential capital volatility from guaranteed benefits on VUL policies. Market conditions greatly influence the

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ultimate capital required due to its effect on the valuation of reserves and supporting derivatives. For more information, see Note 4 in our 2024 Form 10-K.

Changes in equity markets may also affect the capital position of our insurance subsidiaries. We may decide to reallocate available capital among our insurance subsidiaries, as well as our captive reinsurance or reinsurance subsidiaries, which would result in different RBC ratios for our insurance subsidiaries. In addition, changes in the equity markets can affect the value of our variable annuity and VUL separate accounts. When the market value of our separate account assets increases, the statutory surplus within our insurance subsidiaries also increases, all else equal. Contrarily, when the market value of our separate account assets decreases, the statutory surplus within our insurance subsidiaries also decreases, all else equal, which will affect RBC ratios, and in the case of our separate account assets becoming less than the related product liabilities, we must allocate additional capital to fund the difference.

LNC made no capital contributions in cash to subsidiaries for the three months ended March 31, 2025 and 2024.

Debt

Although our subsidiaries currently generate adequate cash flow to meet the needs of our normal operations, periodically LNC may issue debt to maintain ratings and increase liquidity, as well as to fund internal growth, acquisitions and the retirement of its debt.

Details underlying our debt activities (in millions) for the three months ended March 31, 2025, were as follows:


	Beginning Balance		Issuance		Maturities, Repayments and Refinancing		Change in Fair Value Hedges		Other Changes (1)		Ending Balance
Short-Term Debt
Current maturities of long-term debt (2)	$	300	$	–	$	(300)	$	–	$	–	$	–

Long-Term Debt
Senior notes	4,498		–		–		15		(3)		4,510
Term loans	150		–		–		–		–		150
Subordinated notes (3)	995		–		–		–		–		995
Capital securities (3)	213		–		–		–		–		213
Total long-term debt	$	5,856	$	–	$	–	$	15	$	(3)	$	5,868

(1) Includes the non-cash reclassification of long-term debt to current maturities of long-term debt, accretion (amortization) of discounts and premiums, amortization of debt issuance costs and amortization of adjustments from discontinued hedges, as applicable.

(2) We repaid our 3.35% Senior Notes that matured on March 9, 2025.

(3) We use interest rate swaps to partially hedge the variability in rates.

LNC made interest payments to service debt to third parties of $82 million and $62 million for the three months ended March 31, 2025 and 2024, respectively.

For additional information about our short-term and long-term debt and our credit facilities, see Note 13 in our 2024 Form 10-K.

Preferred Stock

Details underlying preferred stock dividends paid (in millions) were as follows:


	2025		2024
Series C preferred stock dividends	$	23	$	23
Series D preferred stock dividends	11		11
Total preferred stock dividends	$	34	$	34

For additional information on preferred stock, see Note 14 herein and Note 18 in our 2024 Form 10-K.

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Return of Capital to Common Stockholders

One of our primary goals is to provide a return to our common stockholders through share price accretion, dividends and stock repurchases. In determining dividends, the Board of Directors takes into consideration items such as current and expected earnings, capital needs, rating agency considerations and requirements for financial flexibility. The amount and timing of share repurchases depends on key capital ratios, rating agency expectations, the generation of dividends from our subsidiaries and an evaluation of the costs and benefits associated with alternative uses of capital. We did not repurchase any shares of common stock under our buyback program for the three months ended March 31, 2025 and 2024. For additional information regarding share repurchases, see “Part II – Item 2(c)” below.

Details underlying return of capital to common stockholders (in millions) were as follows:


	2025		2024
Dividends to common stockholders	$	77	$	76

Total cash returned to common stockholders	$	77	$	76

Alternative Sources of Liquidity

Inter-Company Cash Management Program

To meet short-term liquidity needs that arise in the ordinary course of business, we utilize an inter-company cash management program between LNC and participating subsidiaries whereby participating subsidiaries can borrow cash from or lend cash to LNC. Loans under the inter-company cash management program are permitted under applicable insurance laws subject to certain restrictions. For our Indiana-domiciled insurance subsidiary, the borrowing and lending limit is currently 3% of the insurance company’s admitted assets as of its most recent year end. For our New York-domiciled insurance subsidiary, it may borrow from LNC less than 2% of its admitted assets as of its most recent year end but may not lend any amounts to LNC. As of March 31, 2025, LNC had $76 million of outstanding

borrowings from the cash management program related primarily to collateral posting requirements on derivatives. As of

March 31, 2025, LNC did not have outstanding lending into the cash management program.

Facility Agreement for Senior Notes Issuance

LNC entered into a facility agreement in 2020 with a Delaware trust that gives LNC the right over a 10-year period to issue, from time to time, up to $500 million of 2.330% senior notes to the trust in exchange for a corresponding amount of U.S. Treasury securities held by the trust. By agreeing to purchase the 2.330% senior notes in exchange for U.S. Treasury securities upon exercise of the issuance right, the trust will provide a source of liquid assets for the Company. The issuance right will be exercised automatically in full upon our failure to make certain payments to the trust, if the failure to pay is not cured within 30 days, or upon certain bankruptcy events involving LNC. We are also required to exercise the issuance right in full if consolidated stockholders’ equity (excluding AOCI) falls below a minimum threshold (which was $2.75 billion as of March 31, 2025, and is subject to adjustment from time to time in certain cases) and upon certain other events described in the facility agreement. For additional information, see Note 13 in our 2024 Form 10-K.

Federal Home Loan Bank

Our primary insurance subsidiary, LNL, is a member of the Federal Home Loan Bank (“FHLB”) of Indianapolis (“FHLBI”). Membership allows LNL access to the FHLBI’s financial services, including the ability to obtain loans and to issue funding agreements as an alternative source of liquidity that are collateralized by qualifying mortgage-related assets, agency securities or U.S. Treasury securities. Borrowings under this facility are subject to the FHLBI’s discretion and require the availability of qualifying assets at LNL. As of March 31, 2025, LNL had an estimated maximum borrowing capacity of $7.0 billion under the FHLBI facility and maximum available borrowing based on qualifying assets of $4.9 billion. As of March 31, 2025, LNL had outstanding borrowings of $2.5 billion under this facility reported within payables for collateral on investments on the Consolidated Balance Sheets. Lincoln Life & Annuity Company of New York (“LLANY”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”) with an estimated maximum borrowing capacity of $750 million. Borrowings under this facility are subject to the FHLBNY’s discretion and require the availability of qualifying assets at LLANY. As of March 31, 2025, LLANY had no outstanding borrowings under this facility. For additional information, see “Payables for Collateral on Investments” in Note 3.

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Repurchase Agreements and Securities Lending Programs

Our insurance and reinsurance subsidiaries had access to $2.6 billion through committed repurchase agreements, of which none was utilized as of March 31, 2025. Our insurance subsidiaries, by virtue of their general account fixed-income investment holdings, can also access liquidity through securities lending programs and uncommitted repurchase agreements. As of March 31, 2025, our insurance subsidiaries had securities pledged under securities lending agreements and uncommitted repurchase agreements with a carrying value of $167 million and $57 million, respectively. For additional information, see “Payables for Collateral on Investments” in Note 3.

Collateral on Derivative Contracts

Our cash flows associated with collateral received from counterparties (when we are in a net collateral payable position) and posted with counterparties (when we are in a net collateral receivable position) change as the market value of the underlying derivative contract changes. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. As of March 31, 2025, we were in a net collateral payable position of $5.5 billion compared to $7.1 billion as of December 31, 2024. In the event of adverse changes in fair value of our derivative instruments, we may need to return, post or pledge collateral to counterparties. If we do not have sufficient high quality securities or cash to provide as collateral to counterparties, we have alternative sources of liquidity. In addition to the liquidity from repurchase agreements and FHLB facilities discussed above, we also have a five-year revolving credit facility discussed in Note 13 in our 2024 Form 10-K. For additional information, see “Credit Risk” in Note 5.

Ratings

Financial Strength Ratings

See “Part I – Item 1. Business – Financial Strength Ratings” in our 2024 Form 10-K for information on our financial strength ratings.

Credit Ratings

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Ratings” in our 2024 Form 10-K for information on our credit ratings.

If our current financial strength ratings or credit ratings were downgraded in the future, terms in our derivative agreements and/or certain repurchase agreements may be triggered, which could negatively affect overall liquidity. For the majority of our derivative counterparties, there is a termination event if the long-term credit ratings of LNC drop below BBB-/Baa3 (S&P/Moody’s) or if the financial strength ratings of LNL drop below BBB-/Baa3 (S&P/Moody’s). For certain repurchase agreements, there is a termination event if the long-term credit ratings of LNC drop below BBB-/Baa3 (S&P/Moody’s) or if the financial strength ratings of LNL drop below BBB+/Baa1 (S&P/Moody’s). In addition, contractual selling agreements with intermediaries could be negatively affected, which could have an adverse effect on overall sales of annuities, life insurance and investment products. See “Part I – Item 1A. Risk Factors – Covenants and Ratings – A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors” in our 2024 Form 10-K for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We analyze and manage the risks arising from market exposures of financial instruments, as well as other risks, in an integrated asset-liability management process that considers diversification. We have exposures to several market risks including interest rate risk, equity market risk, credit risk and, to a lesser extent, foreign currency exchange risk. For information on these market risks, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K.

Item 4. Controls and Procedures

Conclusions Regarding Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period required by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

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Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us and our consolidated subsidiaries required to be disclosed in our periodic reports under the Exchange Act.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Projections of any evaluation of control effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to the lawsuit captioned Donald C. Meade v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and Randal Freitag (“Defendants”), previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). On February 21, 2025, Defendants filed a motion to dismiss.

Reference is made to the lawsuits captioned Anthony Morgan, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Deirdre P. Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag and Lincoln National Corporation and Harry Rosenthal, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Deirdre P Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag and Lincoln National Corporation, both of which were previously disclosed in the 2024 Form 10-K. On February 28, 2025, the Court of Common Pleas of Delaware County, Pennsylvania, entered an order consolidating these two civil actions for all purposes under the matter name In Re Lincoln National Corporation Shareholder Derivative Litigation, No. CV-2024-0011319. By the same February 28, 2025, order, the court directed, among other things, that all proceedings and deadlines in this consolidated case be stayed until 30 days after resolution of all motions to dismiss (including the exhaustion of all related appeals) in the Donald C. Meade v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and Randal Freitag matter, discussed above and previously disclosed in the 2024 Form 10-K.

Reference is made to the lawsuit captioned Kelly Grink v. Virtua Health and Lincoln National Corporation et al., previously disclosed in the 2024 Form 10-K. On March 7, 2025, Plaintiffs filed an amended complaint which, inter alia, added an additional named plaintiff (Steven Molnar) and additional named defendants, including Lincoln Retirement Services Company, LLC, and [The] Lincoln National Life Insurance Company. The action seeks relief against the Lincoln defendants including the disgorgement of any profits they received as a result of the alleged breaches of fiduciary duty, together with plaintiffs’ attorney’s fees and costs, prejudgment and post-judgment interest and such other equitable or remedial relief as the court deems appropriate. On April 4, 2025, the Lincoln defendants filed a motion to dismiss.

See Note 13 in “Part I – Item 1. Financial Statements” for further discussion regarding these matters and other contingencies.

Item 1A. Risk Factors

In addition to the factors set forth in “Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements – Cautionary Language,” you should carefully consider the risks described under “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K. Such risks and uncertainties are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially affected. In that case, the value of our securities could decline substantially.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following summarizes purchases of equity securities by the Company during the quarter ended March 31, 2025 (dollars in millions, except per share data):

(d) Approximate Dollar

(a) Total

of Shares

Value of Shares

Number

(b) Average

Purchased as Part of

that May Yet Be

of Shares

Price Paid

Publicly Announced

Purchased Under the

Period

Purchased

per Share

Plans or Programs (1)

1/1/25 – 1/31/25

–

714

2/1/25 – 2/28/25

–

714

3/1/25 – 3/31/25

–

714

(1) On November 10, 2021, our Board of Directors authorized an increase in our securities repurchase authorization, bringing the total aggregate repurchase authorization to $1.5 billion. As of March 31, 2025, our remaining security repurchase authorization was $714 million. The security repurchase authorization does not have an expiration date. The amount and timing of share repurchases depends on key capital ratios, rating agency expectations, the generation of free cash flow and an evaluation of the costs and benefits associated with alternative uses of capital. Our stock repurchases may be effected from time to time through open market purchases or in privately negotiated transactions and may be made pursuant to an accelerated share repurchase agreement or Rule 10b5-1 plan.

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2025, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The Exhibits included in this report are listed in the Exhibit Index beginning on page 120, which is incorporated herein by reference.

119

T able of Contents

LINCOLN NATIONAL CORPORATION

Exhibit Index for the Report on Form 10-Q

For the Quarter Ended March 31, 2025


3.1			Amended and Restated Bylaws of Lincoln National Corporation (“LNC”), effective March 3, 2025, are incorporated by reference to Exhibit 3.1 to LNC’s Form 8-K (File No. 1-6028) filed with the Securities and Exchange Commission (“SEC”) on March 4, 2025.
10.1			Form of Long-Term Incentive Award Program Performance Cycle (“PSA”) Agreement for CEO (effective February 2025).*
10.2			Form of Restricted Stock Unit (“RSU”) Award Agreement for CEO (effective February 2025).*
10.3			Form of PSA Agreement for CEO (February 2025; alternate vesting).* ^
10.4			Form of RSU Award Agreement for CEO (February 2025; alternate vesting).*
10.5			Form of PSA Agreement for Senior Management Committee (“SMC”) (other than CEO) (effective February 2025).*
10.6			Form of RSU Award Agreement for SMC (other than CEO) (effective February 2025).*
31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema Document.
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB			XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* This exhibit is a management contract or compensatory plan or arrangement.

^ Schedules (or similar attachments) to this agreement have been omitted pursuant to Item 601(a) of Regulation S-K. LNC will furnish supplementally a copy of the schedule (or similar attachment) to the SEC, upon request.

120

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, thereunto duly authorized.




		LINCOLN NATIONAL CORPORATION

	By:	/s/ Christopher Neczypor
		Christopher Neczypor Executive Vice President and Chief Financial Officer

	By:	/s/ Adam Cohen
		Adam Cohen Senior Vice President, Chief Accounting Officer and Treasurer
Dated: May 8, 2025

121

LINCOLN NATIONAL CORP - Quarter Report: 2025 March (Form 10-Q)

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