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Final Term Sheet

To preliminary prospectus supplement

dated November 3, 2025

(To prospectus dated February 24, 2023)

      Filed pursuant to Rule 433
Registration number 333-270000
November 3, 2025

 

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Lincoln National Corporation
$500,000,000 5.350% SENIOR NOTES DUE 2035

Final Term Sheet, dated November 3, 2025

Issuer:    Lincoln National Corporation
Title of Securities:    5.350% Senior Notes due 2035
Security Type:    Senior Unsecured Fixed Rate Notes
Format:    SEC Registered
Trade Date:    November 3, 2025
Settlement Date (T+5)*:    November 10, 2025
Maturity Date:    November 15, 2035
Aggregate Principal Amount Offered:    $500,000,000
Price to the Public (Issue Price):    99.922% of the principal amount, plus accrued interest, if any, from and including November 10, 2025, if settlement occurs after that date
Net Proceeds (Before Expenses):    $496,360,000 plus accrued interest, if any, from and including November 10, 2025, if settlement occurs after that date
Benchmark Treasury:    4.250% due August 15, 2035
Benchmark Treasury Price / Yield:    101-03+ / 4.110%
Spread to Benchmark Treasury:    Treasury Rate plus 125 basis points
Yield to Maturity:    5.360%
Coupon:    5.350% per annum
Interest Payment Dates:    Semi-annually in arrears on each May 15 and November 15, commencing on May 15, 2026
Optional Redemption:    Prior to August 15, 2035 (three months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.


  

 

On or after the Par Call Date, the Issuer may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

 

Treasury Rate” has the meaning set forth in the Issuer’s preliminary prospectus supplement, as filed with the Securities and Exchange Commission on November 3, 2025.

CUSIP / ISIN:    534187 BZ1 / US534187BZ19
Ratings** (expected):    Baa2/Stable (Moody’s) / BBB+/Stable (S&P) / BBB+/Stable (Fitch)
Denominations:    $2,000 principal amount and integral multiples of $1,000 in excess thereof
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

BofA Securities, Inc.

HSBC Securities (USA) Inc.

PNC Capital Markets LLC

Wells Fargo Securities, LLC

Co-Manager:    Siebert Williams Shank & Co., LLC

The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement for the offering, the prospectus in the Issuer’s registration statement, and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying preliminary prospectus supplement if you request it by calling Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, BofA Securities, Inc. toll-free at 1-800-294-1322, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, PNC Capital Markets LLC toll-free at 1-855-881-0697 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.


*

It is expected that delivery of the notes will be made against payment therefor on or about November 10, 2025, which is five business days following the date of pricing of the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes prior to one business day before the date of delivery may be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade their notes prior to one business day before the date of delivery should consult their own advisor.

**

An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.