Deal Team

Executive Compensation and Benefits:

Lincoln National in the full exercise of its issuance right and subsequent issuance and sale of $1 billion of its Pre-Capitalized Trust Securities by Belrose Funding Trust II

On May 20, 2025, pursuant to a purchase agreement, dated May 13, 2025, by and among Belrose Funding Trust II (“Trust II”), Lincoln National Corporation (“Lincoln Financial”), and TD Securities (USA) LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC as representatives of the initial purchasers named therein, Trust II completed the issuance and sale of 1,000,000 of its Pre-Capitalized Trust Securities Redeemable May 15, 2055, for an aggregate purchase price of $1,000,000,000 in a private placement pursuant to Rule 144A under the Securities Act of 1933.  Under a related facility agreement, Lincoln Financial has the right, and under certain circumstances the obligation, to issue 6.792% Senior Notes due 2055 to Trust II in exchange for U.S. Treasury securities held by Trust II.

Also on May 20, Lincoln Financial completed its exercise of an issuance right under the facility agreement relating to the existing Pre-Capitalized Trust Securities Redeemable August 15, 2030 (the “2030 P-Caps”) of Belrose Funding Trust I, by issuing $500,000,000 aggregate principal amount of Lincoln Financial 2.330% Senior Notes due 2030 to Belrose Funding Trust I (“Trust I”).  As part of the exercise, Trust I was dissolved, and The Depository Trust Company distributed the 2.330% Senior Notes due 2030 to the beneficial holders of the 2030 P-Caps.

Wachtell, Lipton, Rosen & Katz served as legal advisor to Lincoln Financial.

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