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UNITED STATES
‎SECURITIES AND EXCHANGE COMMISSION
‎Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 9, 2023

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)

Indiana |  | 1-6028 |  | 35-1140070
(State or other jurisdiction |  | (Commission |  | (IRS Employer
of incorporation) |  | File Number) |  | Identification No.)

150 N. Radnor Chester Road, Radnor, PA 19087

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (484) 583-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

__________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Common Stock | LNC | New York Stock Exchange
Depositary Shares, each representing a 1/1000 th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D | LNC PRD | New York Stock Exchange

__________________________________

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

‎

Item 2.02. Results of Operations and Financial Condition.

On May 9, 2023, Lincoln National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference. The Company’s statistical supplement for the quarter ended March 31, 2023, is attached as Exhibit 99.2 and is incorporated herein by reference.

The information, including exhibits attached hereto, furnished under this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 7.01. Regulation FD Disclosure.

On May 9, 2023, in connection with the Company’s first quarter 2023 earnings conference call scheduled for May 10, 2023, the Company made available on its website a first quarter 2023 investment supplement presentation, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

This presentation is being furnished under this Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in Exhibit 99.3 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are being furnished with this Form 8-K.

Exhibit Number | Description
99.1 | Press release dated May 9, 2023, announcing Lincoln National Corporation’s financial results for the quarter ended March 31, 2023.
99.2 | Lincoln National Corporation Statistical Supplement for the quarter ended March 31, 2023.
99.3 | First Quarter 2023 Investment Supplement dated May 9, 2023.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  | LINCOLN NATIONAL CORPORATION
|  |  |  | By | /s/ Adam Cohen
|  |  |  | Name: | Adam Cohen
|  |  |  | Title: | Senior Vice President and Chief
|  |  |  |  | Accounting Officer

Date: May 9, 2023