林肯国民美股招股说明书(2025-11-05版)

$500,000,000 5.350% Senior Notes due November15, 2035 Lincoln National Corporation, an Indiana corporation (the “Company,” “LNC,” the “Issuer,” “we,” “us” or “our”), is offering $500million aggregate principalamount of our 5.350% Senior Notes due November15, 2035 (the “notes”). Interest on the notes will accrue from November10, 2025. The notes will bear interest at arate of 5.350% per year and will mature on November15, 2035. We will pay interest on the notes semi-annually in arrears on each May15 and November15, commencing on May15, 2026. The notes will be issued in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof, will be our senior unsecured obligationsand will rank equally in right of payment with all of our other existing and future unsecured unsubordinated indebtedness. We may, at our option, redeem the notes, in whole or in part, at any time and from time to time, at the redemption price described in “Description of Notes— The notes are not savings accounts, deposits or other obligations of a bank ornon-banksubsidiary of Lincoln National Corporation. They are not insured by theFederal Deposit Insurance Corporation or any other governmental agency. We do not intend to apply for the notes to be listed on any securities exchange or to arrange for the notes to be quoted on any automated quotation system.Currently, there is no public market for the notes. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5of this prospectus supplement and in our Annual Report on Form10-Kforthe fiscal year ended December31, 2024, which is incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price topublic(1)UnderwritingdiscountsProceedstous, beforeexpensesPer note99.922%0.65%99.272%Total$499,610,000$3,250,000$496,360,000 (1)Plus accrued interest, if any, on the notes from and including November10, 2025 if settlement occurs after that date. The underwriters expect to deliver the notes in book-entry form only, through the facilities of The Depository Trust Company (“DTC”), Clearstream Banking S.A.(“Clearstream”) or Euroclear Bank SA/NV (“Euroclear”), as the case may be, on or about November10, 2025 against payment therefor in immediately available funds. Joint Book-Running Managers GoldmanSachs&Co.LLC BofA Securities PNC Capital Markets LLC Wells Fargo Securities Co-Manager Siebert Williams Shank November3, 2025 Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSAVAILABLE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCESUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITINGVALIDITY OF NOTESEXPERTS PROSPECTUS PLAN OF DISTRIBUTION VALIDITY OF THE SECURITIES EXPERTS No dealer, salesperson or other person is authorized to give any information or to represent anything not contained, or incorporated by reference,in this prospectus supplement and the accompanying base prospectus. You must not rely on any unauthorized information or representations. Thisprospectus supplement and the accompanying base prospectus are an offer to sell only the notes offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the accompanying base prospectus and the documentsincorporated by reference is accurate only as of their respective dates. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT You should rely only on the information contained, or incorporated by reference, in this prospectus supplement and the accompanying baseprospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different. If anyone provides you withdifferent or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell the notes in anyjurisdiction where the offer or sale is not permitted or in which the person making such offer or solicitation is not qualified to do so or to any person towhom it is unlawful to make such offer or solicitation. You should not assume that the information in this prospectus supplement, the accompanyingbase prospectus or any document incorporated by reference is accurate or complete as of any date other than the date of the applicable document. Ourbusiness, financial condition, results of operations and prospects may have changed since that date. On February24, 2023, we filed with the SEC a registration statement on FormS-3utilizing a shelf regi