LINCOLN NATIONAL CORPLNC
LINCOLN NATIONAL CORP Debt Disclosure
Short-Term and Long-Term Debt
Details underlying short-term and long-term debt (in millions) were as follows:
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Short-Term Debt | |||||||||||
| Current maturities of long-term debt | $ | 400 | $ | 300 | |||||||
| Total short-term debt | $ | 400 | $ | 300 | |||||||
| Long-Term Debt, Excluding Current Portion | |||||||||||
| Senior notes: | |||||||||||
3.625% notes, due 2026 (1) | $ | – | $ | 400 | |||||||
3.80% notes, due 2028 (1) | 500 | 500 | |||||||||
3.05% notes, due 2030 (1) | 466 | 500 | |||||||||
2.330% notes, due 2030 (1) | 500 | – | |||||||||
3.40% notes, due 2031 (1) | 500 | 500 | |||||||||
3.40% notes, due 2032 (1) | 300 | 300 | |||||||||
5.852% notes, due 2034 (1) | 350 | 350 | |||||||||
5.350% notes, due 2035 (1) | 500 | – | |||||||||
6.15% notes, due 2036 (1) | 243 | 243 | |||||||||
6.30% notes, due 2037 (1)(2) | 375 | 375 | |||||||||
7.00% notes, due 2040 (1)(2) | 500 | 500 | |||||||||
4.35% notes, due 2048 (1) | 321 | 450 | |||||||||
4.375% notes, due 2050 (1) | 164 | 300 | |||||||||
| Total senior notes | 4,719 | 4,418 | |||||||||
| Term loans: | |||||||||||
Variable rate, due 2027 (3) | 150 | 150 | |||||||||
| Total term loans | 150 | 150 | |||||||||
| Subordinated notes: | |||||||||||
Variable rate, due 2066 (4) | 465 | 562 | |||||||||
Variable rate, due 2067 (5) | 336 | 433 | |||||||||
| Total subordinated notes | 801 | 995 | |||||||||
| Capital securities: | |||||||||||
Variable rate, due 2066 (6) | 139 | 160 | |||||||||
Variable rate, due 2067 (7) | 53 | 58 | |||||||||
| Total capital securities | 192 | 218 | |||||||||
| Unamortized premiums (discounts) | (77) | (6) | |||||||||
| Unamortized debt issuance costs | (32) | (30) | |||||||||
| Unamortized adjustments from discontinued hedges | 278 | 310 | |||||||||
| Fair value hedge on interest rate swap agreements | (165) | (199) | |||||||||
| Total long-term debt | $ | 5,866 | $ | 5,856 | |||||||
(1) We have the option to repurchase the outstanding notes by paying the greater of 100% of the principal amount of the notes to be redeemed or the make-whole amount (as defined in each note agreement), plus in each case any accrued and unpaid interest as of the date of redemption.
(2) Categorized as operating debt for leverage ratio calculations as the proceeds were primarily used as a long-term structured solution to reduce the strain on increasing statutory reserves associated with secondary guarantee UL and term policies.
(3) Secured Overnight Financing Rate (“SOFR”)-based interest rates, plus an applicable transition spread of 10 basis points and credit spread of 137.5 basis points as of December 31, 2025 and 2024.
(4) 3-Month ISDA SOFR-based interest rates, plus a credit spread of 236 basis points.
(5) 3-Month ISDA SOFR-based interest rates, plus a credit spread of 204 basis points.
(6) 3-Month Term SOFR-based interest rates, plus a transition spread of 26.161 basis points and a credit spread of 236 basis points.
(7) 3-Month Term SOFR-based interest rates, plus a transition spread of 26.161 basis points and a credit spread of 204 basis points.
Details underlying the recognition of a gain (loss) on the early extinguishment of debt (in millions) reported within interest expense on
our Consolidated Statements of Comprehensive Income (Loss) were as follows:
| For the Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Principal balance outstanding prior to repurchase (1) | $ | 519 | $ | – | $ | – | |||||||||||
| Unamortized debt issuance costs and discounts | (4) | – | – | ||||||||||||||
| Amount paid to repurchase debt | (421) | – | – | ||||||||||||||
| Gain (loss) on early extinguishment of debt, pre-tax | $ | 94 | $ | – | $ | – | |||||||||||
(1) In May 2025, pursuant to a tender offer, we repurchased $34 million of our 3.05% Senior Notes due 2030, $129 million of our 4.35% Senior Notes due 2048, $136 million of our 4.375% Senior Notes due 2050, $97 million of our Subordinated Notes due 2066, $97 million of our Subordinated Notes due 2067, $21 million of our Capital Securities due 2066 and $5 million of our Capital Securities due 2067.
Future principal payments due on long-term debt (in millions) as of December 31, 2025, were as follows:
| 2026 | $ | 400 | |||
| 2027 | 150 | ||||
| 2028 | 500 | ||||
| 2029 | – | ||||
| 2030 | 966 | ||||
| Thereafter | 4,246 | ||||
| Total | $ | 6,262 | |||
For our long-term debt outstanding, unsecured senior debt, which consists of senior notes and a term loan, ranks highest in priority, followed by subordinated notes and then capital securities.
Facility Agreements for Senior Notes Issuances
Trust I Facility Agreement
On August 18, 2020, LNC entered into a 10-year facility agreement (the “Trust I Facility Agreement”) with Belrose Funding Trust, a Delaware statutory trust (“Trust I”), in connection with Trust I’s sale of $500 million of its Pre-Capitalized Trust Securities Redeemable August 15, 2030, (the “2030 P-Caps”) in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Trust I invested the proceeds from the sale of the 2030 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Trust I Eligible Assets”). The Trust I Facility Agreement provided LNC the right to issue to Trust I, and to require Trust I to purchase from LNC, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $500 million of LNC’s 2.330% Senior Notes due 2030 (the “2.330% Senior Notes”) in exchange for a corresponding amount of the Trust I Eligible Assets. In return, LNC paid Trust I a semi-annual facility fee at a rate of 1.691% per year (applied to the unexercised portion of the issuance right) and reimbursed Trust I for its expenses.
On May 13, 2025, LNC exercised in full its issuance right under the Trust I Facility Agreement and on May 15, 2025, LNC issued $500 million aggregate principal amount of the 2.330% Senior Notes to Trust I in exchange for the Trust I Eligible Assets, which had a fair value of $418 million when the 2.330% Senior Notes were issued. The net proceeds from the issuance of the 2.330% Senior Notes and subsequent sale of the Trust I Eligible Assets were subsequently used to early extinguish long-term debt during the second quarter of 2025 pursuant to a tender offer.
In connection with the exercise of its issuance right, LNC waived its right to repurchase the 2.330% Senior Notes and directed the trustee of Trust I to dissolve Trust I and deliver the 2.330% Senior Notes to the beneficial holders of the 2030 P-Caps pro rata in respect of each 2030 P-Cap. On May 20, 2025, Trust I was dissolved and The Depository Trust Company distributed the 2.330% Senior Notes to the beneficial holders of the 2030 P-Caps pro rata in respect of each 2030 P-Cap.
Trust II Facility Agreement
On May 20, 2025, LNC entered into a 30-year facility agreement (the “Trust II Facility Agreement”) with Belrose Funding Trust II, a Delaware statutory trust (“Trust II”), in connection with Trust II’s sale of $1.0 billion of its Pre-Capitalized Trust Securities Redeemable May 15, 2055, (the “2055 P-Caps”) in a private placement pursuant to Rule 144A under the Securities Act. Trust II invested the proceeds from the sale of the 2055 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Trust II Eligible Assets”). The Trust II Facility Agreement provides LNC the right to issue to Trust II, and to require Trust II to purchase from LNC, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $1.0 billion of LNC’s 6.792% Senior Notes due 2055 (the “6.792% senior notes”) in exchange for a corresponding amount of the Trust II Eligible Assets. LNC may direct Trust II to grant all or a portion of the issuance right to one or more assignees (who are LNC’s consolidated subsidiaries or persons to whom LNC or any such consolidated subsidiary has an obligation or liability) (each, an “Issuance Right Assignee”) who may cause a corresponding portion of the 6.792% senior notes to be issued to Trust II and receive the corresponding Trust II Eligible Assets that would otherwise have been delivered to LNC pursuant to the exercise of the issuance right. The 6.792% senior notes will not be issued unless and until the issuance right is exercised. In return, LNC pays Trust II a semi-annual facility fee at a rate of 1.888% per year (applied to the unexercised portion of the issuance right) and reimburses Trust II for its expenses.
The issuance right will be exercised automatically in full upon (1) LNC’s failure to make certain payments to Trust II, such as the facility fee or payments for Trust II’s expenses, or failure to purchase and pay for any defaulted Trust II Eligible Assets that LNC is required to purchase at their face amount from Trust II pursuant to the Trust II Facility Agreement, in each case if the failure is not cured within 30 days, or (2) certain bankruptcy events involving LNC. LNC is also required to exercise the issuance right in full if it reasonably believes that its consolidated stockholders’ equity (excluding AOCI and equity of noncontrolling interests attributable thereto) has fallen below a minimum threshold (which was $2.75 billion as of December 31, 2025, and is subject to adjustment from time to time in certain cases), if an event of default under the indenture governing the 6.792% senior notes has occurred or would have occurs, and upon certain other events described in the Trust II Facility Agreement.
Prior to any involuntary exercise of the issuance right, LNC has the right to repurchase the 6.792% senior notes then outstanding and held by Trust II, in whole or in part, in exchange for principal and/or interest strips of U.S. Treasury securities, and may exercise or assign the issuance right with respect to the repurchased 6.792% senior notes at a later date. Additionally, LNC may redeem any outstanding 6.792% senior notes, in whole or in part, prior to their maturity. Prior to November 15, 2054, the redemption price will equal the greater of par and a make-whole redemption price. On or after November 15, 2054, any outstanding 6.792% senior notes may be redeemed at par.
Credit Facility
On December 21, 2023, we entered into a second amended and restated credit agreement with a syndicate of banks, which amended and restated our existing five-year revolving amended and restated credit agreement. The credit agreement, which is unsecured, allows for the issuance of letters of credit (“LOCs”) and borrowing of up to $2.0 billion and has a commitment termination date of December 21, 2028. The LOCs under the credit facility are used primarily to satisfy reserve credit requirements of (i) our domestic insurance companies for which reserve credit is provided by our affiliated reinsurance companies and (ii) certain ceding companies of our legacy reinsurance business. Lincoln National Corporation guarantees the obligations of its subsidiaries under the credit agreement. As of December 31, 2025, there were $92 million of LOCs issued and no amount was drawn on the issued LOCs.
The credit agreement, as currently in effect, contains:
•Customary terms and conditions, including covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not the surviving entity and dispose of all or substantially all of our assets;
•Financial covenants including maintenance of a minimum consolidated net worth equal to the sum of $8.626 billion plus 50% of the aggregate net proceeds of equity issuances received by us after September 30, 2023, all as more fully set forth in the agreement; and a debt-to-capital ratio as defined in accordance with the agreement not to exceed 0.35 to 1.00;
•A cap on secured non-operating indebtedness and non-operating indebtedness of our subsidiaries equal to 7.5% of total capitalization, as defined in accordance with the agreement; and
•Customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default.
Upon an event of default, the credit agreement, as currently in effect, provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable. As of December 31, 2025, we were in compliance with all such covenants.
LOCs
On November 25, 2025, Lincoln National Corporation entered into a letter of credit reimbursement agreement with a third-party lender in connection with the issuance of a $200 million irrevocable standby LOC to one of its affiliates, under which no amount had been drawn as of December 31, 2025. Under the reimbursement agreement, issuance of additional LOCs is at the discretion of the third-party lender. The reimbursement agreement contains customary terms and conditions, covenants and events of default, including financial covenants that are consistent with the credit agreement disclosed in the “Credit Facility” section above. If an event of default occurs, the counterparty may require Lincoln National Corporation to post cash collateral equal to 100% of the maximum amount available to be drawn under outstanding LOCs. As of December 31, 2025, we were in compliance with all such covenants.
On October 1, 2025, we terminated our LOC facility agreements set to expire in 2031 as a result of restructuring certain captive reinsurance subsidiaries effective October 1, 2025. See Note 19 for additional information.
Shelf Registration
We currently have 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 depositary shares.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 25, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.