Large equity restructuring by Lincoln International (LCLN) director around IPO

Rhea-AI Filing Summary

Lincoln International, Inc. director and 10% owner Lawson Lawrence III reported equity restructurings around the company’s initial public offering. On May 19, 2026, he was granted 21,117,200 shares of Class C Common Stock, 21,117,200 Common Units, and 332,800 shares of Class A Common Stock in a reorganization.

On May 21, 2026, he disposed of 5,332,996 Class C shares and 5,332,996 Common Units back to the issuer. Footnotes explain the Class A, Class C, and Common Units structure, including 1‑for‑1 Common Unit redemptions into Class A with corresponding Class C forfeitures.

Insights

Equity structure and insider-transactions analyst

Large pre-IPO equity reorganization, not open-market trading.

Lawson Lawrence III recorded sizeable equity grants and related cancellations tied to a reorganization around Lincoln International, Inc.’s initial public offering. The acquisitions use transaction code A, indicating grants or awards, not market purchases.

Subsequent dispositions with code D reflect transfers back to the issuer, including cancellation of Class C shares in connection with the sale of Common Units. The filing also details how Common Units can be redeemed 1‑for‑1 into Class A shares with matching Class C forfeiture.

Overall, the movements reshape Lawrence’s holdings within the partnership and share-class structure rather than signaling discretionary buying or selling in the open market. The economic impact depends on future redemptions of Common Units into Class A stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Lawson Lawrence James III

Role null

Type	Security	Shares	Price	Value
Disposition	Common Units	5,332,996	$20.00	$106.66M
Disposition	Class C Common Stock	5,332,996	$0.00	--
Grant/Award	Common Units	21,117,200	$0.00	--
Grant/Award	Class A Common Stock	332,800	$0.00	--
Grant/Award	Class C Common Stock	21,117,200	$0.00	--

Holdings After Transaction: Common Units — 15,784,204 shares (Direct, null); Class C Common Stock — 15,784,204 shares (Direct, null); Class A Common Stock — 332,800 shares (Direct, null)

Footnotes (1)

1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a). Represents an acquisition of Class A Common Stock, Common Units and a corresponding number of Class C Common Stock pursuant to a reorganization of the Issuer. Reflects the cancellation for no consideration of Class C Common Stock in connection with the sale of Common Units. The common units of Lincoln International, LP ("Common Units") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date.

Key Figures

Class C shares acquired: 21,117,200 shares Common Units acquired: 21,117,200 units Class A shares acquired: 332,800 shares +4 more

7 metrics

Class C shares acquired 21,117,200 shares Grant/award on May 19, 2026

Common Units acquired 21,117,200 units Grant/award on May 19, 2026

Class A shares acquired 332,800 shares Grant/award on May 19, 2026

Class C shares disposed 5,332,996 shares Disposition to issuer on May 21, 2026

Common Units disposed 5,332,996 units Disposition to issuer on May 21, 2026

Price per Common Unit $20.0000 per unit Disposition to issuer on May 21, 2026

Common Units after disposition 15,784,204 units Holdings following May 21, 2026 transaction

Key Terms

Common Units, Class C Common Stock, reorganization of the Issuer, initial public offering, +2 more

6 terms

Common Units financial

"The common units of Lincoln International, LP ("Common Units") may be redeemed by the Reporting Person at any time"

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

Class C Common Stock financial

"Represents an acquisition of Class A Common Stock, Common Units and a corresponding number of Class C Common Stock"

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

reorganization of the Issuer financial

"Represents an acquisition of Class A Common Stock, Common Units and a corresponding number of Class C Common Stock pursuant to a reorganization of the Issuer."

initial public offering financial

"in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a)."

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.

Rule 16a-2(a) regulatory

"and is reported herein pursuant to Rule 16a-2(a)."

Section 12 of the Securities Exchange Act of 1934 regulatory

"registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lawson Lawrence James III

(Last) (First) (Middle)

110 NORTH WACKER DRIVE, 51ST FLOOR

(Street)

CHICAGO ILLINOIS 60606

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Lincoln International, Inc. [ LCLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/19/2026(1)		A		332,800	A	(2)	332,800	D
Class C Common Stock	05/19/2026(1)		A		21,117,200	A	(2)	21,117,200	D
Class C Common Stock	05/21/2026		D		5,332,996	D	(3)	15,784,204	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(4)	05/19/2026(1)		A		21,117,200		(4)	(4)	Class A Common Stock	21,117,200	(2)	21,117,200	D
Common Units	(4)	05/21/2026		D			5,332,996	(4)	(4)	Class A Common Stock	5,332,996	$20	15,784,204	D

Explanation of Responses:

1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a).

2. Represents an acquisition of Class A Common Stock, Common Units and a corresponding number of Class C Common Stock pursuant to a reorganization of the Issuer.

3. Reflects the cancellation for no consideration of Class C Common Stock in connection with the sale of Common Units.

4. The common units of Lincoln International, LP ("Common Units") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date.

Remarks:

	/s/ Julie Nelson, Attorney-in-Fact	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Lawson Lawrence III report in Lincoln International (LCLN)?

Lawson Lawrence III reported large equity restructurings, including grants of Class A and Class C Common Stock and Common Units, plus related cancellations and dispositions back to the issuer, all connected to a reorganization around Lincoln International’s initial public offering.

How many Lincoln International (LCLN) Class C shares did Lawson Lawrence III acquire and dispose of?

He acquired 21,117,200 shares of Class C Common Stock in the reorganization and later disposed of 5,332,996 Class C shares back to the issuer, paired with a sale of the same number of Common Units, reducing but not eliminating his Class C position.

What are Lincoln International (LCLN) Common Units and how can they be redeemed?

Common Units of Lincoln International, LP may be redeemed by the holder at any time for shares of Class A Common Stock on a 1‑to‑1 basis, with a corresponding number of Class C shares forfeited. The Common Units have no expiration date, according to the footnotes.

Were Lawson Lawrence III’s Lincoln International (LCLN) transactions open-market buys or sells?

No. The filing classifies the acquisitions as grants or awards (code A) and the dispositions as transfers to the issuer (code D), including cancellations linked to a reorganization and Common Unit sales, rather than discretionary open-market purchases or sales of Lincoln International stock.

How are Lawson Lawrence III’s Lincoln International (LCLN) transactions related to the IPO?

A footnote states the reported transactions occurred before Lincoln International registered a class of equity securities under Section 12 in connection with its initial public offering, and are reported under Rule 16a‑2(a), highlighting they are part of the pre‑IPO reorganization rather than routine trading.

What does the cancellation of Lincoln International (LCLN) Class C shares represent?

The footnotes explain that certain transactions reflect the cancellation for no consideration of Class C Common Stock in connection with the sale of Common Units. This shows the linked nature of Common Units and Class C shares in the company’s equity structure and reorganization.