Lincoln Financial Group Announces Pricing of $1 Billion in Aggregate of Depositary Shares Representing Interests in Preferred Stock in Two Offerings

Lincoln Financial Group (NYSE: LNC) (“Lincoln” or the “Company”) announced today that it has priced two underwritten public offerings: an offering of 500,000 depositary shares, each representing a 1/25th interest in a share of its 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, $25,000 liquidation preference per share (equivalent to $1,000.00 per depositary share) (the “Series C Preferred Stock”) as well as an offering of 20 million depositary shares, each representing a 1/1,000th interest in a share of its 9.000% Non-Cumulative Preferred Stock, Series D, $25,000 liquidation preference per share (equivalent to $25.00 per depositary share) (the “Series D Preferred Stock”) (together, the “Offerings”).

The public offering price is $1,000.00 per depositary share representing the Series C Preferred Stock for expected gross proceeds of $500 million. The public offering price is $25.00 per depositary share representing the Series D Preferred Stock for expected gross proceeds of $500 million.

The Offerings are expected to close on November 22, 2022, subject to the satisfaction of customary closing conditions. The closing of each offering is not conditioned on the closing of the other. The Company intends to have the depositary shares representing the Series D Preferred Stock listed on the New York Stock Exchange under the symbol “LNC PRD”. Neither the Series C Preferred Stock nor the depositary shares representing the Series C Preferred Stock will be listed on any national securities exchange or included in any automated quotation system.

Lincoln intends to use a portion of the net proceeds from the Offerings to fund part of the repayment upon maturity of its 4.00% Senior Notes due September 1, 2023, of which $500 million principal amount is outstanding. The Company intends to use the remainder of the net proceeds from the Offerings for general corporate purposes.

BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan and Wells Fargo Securities are acting as joint book-running managers for the offering of the depositary shares representing the Series C Preferred Stock. BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan, Morgan Stanley and Wells Fargo Securities are acting as joint book-running managers for the offering of the depositary shares representing the Series D Preferred Stock.

This press release is neither an offer to sell, nor a solicitation of an offer to buy, depositary shares or any other securities, and shall not constitute an offer to sell, or a solicitation of an offer to buy, or a sale of, depositary shares, or any other securities, in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offerings are being made pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”). The respective Offerings are being made only by means of a prospectus and related preliminary prospectus supplements filed with the SEC on November 14, 2022 and November 15, 2022, respectively, each of which may be obtained free of charge by visiting the SEC’s website at www.sec.gov. Alternatively, you may request these documents by calling BofA Securities, Inc. at 1-800-294-1322; Goldman Sachs & Co. LLC at 1-866-471-2526; J.P. Morgan Securities LLC at 1-212-834-4533; Morgan Stanley & Co. LLC at 1-800-584-6837; or Wells Fargo Securities, LLC at 1-800-645-3751.

About Lincoln Financial Group

Lincoln Financial Group provides advice and solutions that help people take charge of their financial lives with confidence and optimism. Today, approximately 16 million customers trust our retirement, insurance and wealth protection expertise to help address their lifestyle, savings and income goals, and guard against long-term care expenses. Headquartered in Radnor, Pennsylvania, Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. The company had $270 billion in end-of-period account values as of September 30, 2022. Lincoln Financial Group is a committed corporate citizen included on major sustainability indices including the Dow Jones Sustainability Index North America and FTSE4Good and ranks among Newsweek’s Most Responsible Companies. Dedicated to diversity, equity and inclusion, we are included on transparency benchmarking tools such as the Corporate Equality Index, the Disability Equality Index and the Bloomberg Gender-Equality Index. Committed to providing our employees with flexible work arrangements, we were named to FlexJobs’ list of the Top 100 Companies to Watch for Remote Jobs in 2022. With a long and rich legacy of acting ethically, telling the truth and speaking up for what is right, Lincoln was recognized as one of Ethisphere’s 2022 World’s Most Ethical Companies^®. We create opportunities for early career talent through our intern development program, which ranks among WayUp and Yello’s annual list of Top 100 Internship Programs. Learn more at: www.LincolnFinancial.com. Follow us on Facebook, Twitter, LinkedIn, and Instagram. Sign up for email alerts at http://newsroom.lfg.com.

FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE

Certain statements made in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, including the closing of the Offerings, the use of the proceeds from the Offerings and the listing on the New York Stock Exchange of the depositary shares representing the Series D Preferred Stock. The prospectuses for the Offerings, including the sections therein entitled “Risk Factors”, and our most recent Annual Report on Form 10-K, as well as other reports that we file with the SEC, include risk factors that could affect our future actions, businesses and financial performance. Moreover, new risk factors emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.

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