Lincoln International (LCLN) issues 1.43M Liquidity Event shares to legacy partners

Rhea-AI Filing Summary

Lincoln International, Inc. reported an unregistered equity issuance connected to its recent initial public offering of Class A common stock. Under partnership agreements for Lincoln International, LP, the company was required to deliver stock to certain current and former partners whose partnership units had been repurchased in connection with death, retirement, permanent disability, or specified termination events before the IPO.

On August 12, 2026, the company issued 1,433,927 shares of Class A common stock (the “Liquidity Event Shares”) to these Liquidity Event Partners, satisfying its obligation to make the “Liquidity Event Issuance.” The shares were issued in a private transaction relying on the Section 4(a)(2) exemption from Securities Act registration on the basis that the transaction did not involve a public offering.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Liquidity Event Shares issued: 1,433,927 shares Par value per share: $0.00001 per share IPO prospectus date: May 19, 2026 +1 more

4 metrics

Liquidity Event Shares issued 1,433,927 shares Class A common stock issued on August 12, 2026 to Liquidity Event Partners

Par value per share $0.00001 per share Class A common stock, par value stated for the issued shares

IPO prospectus date May 19, 2026 Final prospectus date describing the Liquidity Event Issuance obligation

Liquidity Event Issuance deadline 90 days Obligation to issue shares within ninety days of the IPO closing

Key Terms

Liquidity Event Issuance, Liquidity Event Partners, Section 4(a)(2) of the Securities Act, initial public offering, +1 more

5 terms

Liquidity Event Issuance financial

"the Company is obligated, within ninety (90) days of the closing of the IPO, to issue shares of Class A common stock (the “Liquidity Event Issuance”)"

Liquidity Event Partners financial

"to issue shares of Class A common stock (the “Liquidity Event Issuance”) to certain current and former partners, or their estates (the “Liquidity Event Partners”)"

Section 4(a)(2) of the Securities Act regulatory

"The Liquidity Event Shares were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

initial public offering financial

"related to the initial public offering (the “IPO”) of Class A common stock"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Amended and Restated Limited Partnership Agreement financial

"LILP’s Third Amended and Restated Limited Partnership Agreement of LILP, dated as of April 27, 2022"

FAQ

What equity transaction did LCLN disclose in this 8-K?

Lincoln International, Inc. disclosed issuing 1,433,927 shares of Class A common stock on August 12, 2026. These “Liquidity Event Shares” were delivered to certain partners of Lincoln International, LP to satisfy a pre-existing Liquidity Event Issuance obligation linked to its IPO.

Who received the 1,433,927 Liquidity Event Shares from LCLN?

The Liquidity Event Shares were issued to “Liquidity Event Partners” of Lincoln International, LP. These are current and former partners, or their estates, whose LP units were repurchased due to death, retirement, permanent disability, or certain termination events before the IPO.

Why was Lincoln International, Inc. required to issue these new shares (LCLN)?

The issuance obligation arose under Lincoln International, LP’s Third and Fourth Amended and Restated Limited Partnership Agreements. Those agreements required a Liquidity Event Issuance of Class A common stock within 90 days of the IPO closing to compensate affected LP partners.

How were the LCLN Liquidity Event Shares issued under securities laws?

The 1,433,927 Liquidity Event Shares were issued in reliance on the Section 4(a)(2) exemption of the Securities Act. The company states this exemption was used because the transaction did not involve a public offering and therefore did not require Securities Act registration.

Is the LCLN Liquidity Event Issuance related to its initial public offering?

Yes. The Liquidity Event Issuance was described in the May 19, 2026 IPO prospectus. It required Lincoln International, Inc. to issue Class A common stock within 90 days of the IPO closing to certain partners whose LP units had been previously repurchased.

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Available on EDGAR 08/14/2026 - 06:20 AM Accepted by SEC EDGAR 08/14/2026 - 06:20 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2026

Lincoln International, Inc.

(Exact name of registrant as specified in its charter)

Delaware						001-43306			38-4224068
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)

110 North Wacker Drive, 51st Floor

Chicago, Illinois 60606

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (312) 580-8339

Former Name or Former Address, if Changed Since Last Report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.00001 par value per share						LCLN			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 3.02    Unregistered Sales of Equity Securities.

As previously disclosed in the final prospectus, dated as of May 19, 2026 (the “Prospectus”), related to the initial public offering (the “IPO”) of Class A common stock, par value $0.00001 per share (“Class A common stock”), of Lincoln International, Inc. (the “Company”), the Company is obligated, within ninety (90) days of the closing of the IPO, to issue shares of Class A common stock (the “Liquidity Event Issuance”) to certain current and former partners, or their estates (the “Liquidity Event Partners”), of Lincoln International, LP (“LILP”), a minority owned subsidiary of the Company of which the Company is the general partner, as required by LILP’s Third Amended and Restated Limited Partnership Agreement of LILP, dated as of April 27, 2022, as amended from time to time (the “Pre-IPO LP Agreement”), and LILP’s Fourth Amended and Restated Limited Partnership Agreement of LILP, dated as of May 19, 2026, which, as of that date, replaced the Pre-IPO LP Agreement. As disclosed in the Prospectus, the Liquidity Event Partners are those partners whose units in LILP were repurchased by LILP due to death, retirement, or permanent disability or following certain termination events taking place within a prescribed period prior to the IPO.

On August 12, 2026, the Company issued 1,433,927 shares of Class A common stock (the “Liquidity Event Shares”) to the Liquidity Event Partners in satisfaction of LILP’s obligation to make the Liquidity Event Issuance. The Liquidity Event Shares were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						LINCOLN INTERNATIONAL, INC.
Date: August 14, 2026						By:			/s/ Robert Brown
									Robert Brown
									Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB