As part of the agreement, Bain Capital will invest $825 million in Lincoln Financial, acquiring a 9.9% equity stake in the company.
The partnership includes the formation of a 10-year, non-exclusive strategic investment management relationship. Bain Capital will serve as an investment manager for Lincoln across multiple private asset classes, including private credit, structured assets, mortgage loans, and private equity. This collaboration is expected to enhance Lincoln’s multi-manager investment platform and provide access to high-quality, differentiated assets with attractive risk-adjusted returns.
Under the definitive agreement, Lincoln National Corporation (LNC) will issue approximately 18.8 million new shares of its common stock to Bain Capital at $44 per share — a 25% premium over the 30-day volume-weighted average price as of April 8, 2025. The transaction is structured as an all-cash deal. Bain Capital has also agreed to specific limitations on divesting its ownership stake, reinforcing its long-term commitment.
Lincoln intends to deploy the capital to accelerate its strategic objectives, including expanding spread-based earnings, enhancing portfolio management, and optimizing its legacy life insurance portfolio. The transaction will also provide financial flexibility to expedite progress toward Lincoln’s target leverage ratio of 25%.
“This partnership represents a pivotal milestone for Lincoln,” said Ellen Cooper, Chairman, President, and Chief Executive Officer of Lincoln Financial. “It aligns us with a highly reputable partner and strengthens our ability to deliver long-term value for stakeholders. With Bain Capital’s platform and expertise, we are well-positioned to execute our strategy and unlock future growth.”
David Gross, Co-Managing Partner at Bain Capital, echoed the sentiment: “For over 120 years, Lincoln has been a trusted financial steward. We are proud to support their next chapter by providing access to our investment capabilities and capital. We look forward to collaborating closely to drive scale and sustainable growth.”
The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2025.
