Item 3.03. Material Modification to Rights of Security Holders.
On November 22, 2022, Lincoln National Corporation (the “Company” or “we”) closed the public offering of 500,000 depositary shares (the “Series C Depositary Shares”), each representing a 1/25th interest in a share of the Company’s 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, liquidation preference $25,000 per share (the “Series C Preferred Stock”) and 20,000,000 depositary shares (the “Series D Depositary Shares,” and together with the Series C Depositary Shares, the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Company’s 9.000% Non-Cumulative Preferred Stock, Series D, liquidation preference $25,000 (the “Series D Preferred Stock” and, together with the Series C Preferred Stock, the “Preferred Stock”). The ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Preferred Stock will be subject to certain restrictions in the event that we do not declare and pay (or set aside) dividends on the Preferred Stock for the last preceding dividend period. The terms of the Series C Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment for the Series C Preferred Stock, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference. The terms of the Series D Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment for the Series D Preferred Stock, a copy of which is attached as Exhibit 3.2 hereto and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 18, 2022, we filed Articles of Amendment with the Secretary of State of the State of Indiana to establish the preferences, limitations and relative rights of the Series C Preferred Stock and Series D Preferred Stock. Each of the Articles of Amendment, copies of which are attached as Exhibit 3.1 and Exhibit 3.2 hereto and incorporated herein by reference, became effective upon filing.
Item 8.01. Other Events.
The offering and sale of the Series C Depositary Shares and Series C Preferred Stock was completed pursuant to the prospectus dated September 25, 2020, filed as a part of the Company’s Registration Statement on Form S-3 (File No. 333-249058) (the “Form S-3”), as supplemented by a prospectus supplement in preliminary form dated November 14, 2022 and in final form dated November 15, 2022, and a free writing prospectus dated November 15, 2022.
The offering and sale of the Series D Depositary Shares and Series D Preferred Stock was completed pursuant to the prospectus dated September 25, 2020, filed as a part of the Form S-3, as supplemented by a prospectus supplement in preliminary form dated November 15, 2022 and in final form dated November 15, 2022, and a free writing prospectus dated November 15, 2022.
The following documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) each Deposit Agreement, dated November 22, 2022, among the Company and Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares, (ii) each Form of Preferred Stock Certificate, (iii) each Form of Depositary Receipt, (iv) each validity opinion and consent of Eric B. Wilmer with respect to the Depositary Shares and the Preferred Stock and (v) each validity opinion and consent of Wachtell, Lipton, Rosen & Katz with respect to the Depositary Shares and the Preferred Stock.
