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Lincoln International (LCLN) CEO receives large equity awards in IPO reorganization

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lincoln International, Inc. reported that CEO Robert Todd Brown acquired equity awards rather than trading shares in the market. In a reorganization tied to the company’s initial public offering, he received Class A Common Stock, Common Units and a corresponding number of Class C Common Stock.

On May 21, 2026, Brown was granted 350,000 restricted stock units, each representing one share of Class A Common Stock, vesting in two substantially equal installments on the third and fourth anniversaries of that date. Following this grant, he directly holds 1,007,800 shares of Class A Common Stock.

On May 19, 2026, he also received 7,792,200 Common Units that can be redeemed 1-to-1 for Class A Common Stock, with an equal number of Class C shares forfeited upon redemption, plus 657,800 Class A and 7,792,200 Class C shares. Additional stock option awards cover 16,250 Common Units each at an exercise price of $9.09, with expirations between 2027 and 2030, and 325,000 Common Units at $7.38 expiring in 2027.

Positive

  • None.

Negative

  • None.
Insider Brown Robert Todd
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 350,000 $0.00 --
Grant/Award Common Units 7,792,200 $0.00 --
Grant/Award Stock Option 325,000 $0.00 --
Grant/Award Stock Option 16,250 $0.00 --
Grant/Award Stock Option 16,250 $0.00 --
Grant/Award Stock Option 16,250 $0.00 --
Grant/Award Stock Option 16,250 $0.00 --
Grant/Award Class A Common Stock 657,800 $0.00 --
Grant/Award Class C Common Stock 7,792,200 $0.00 --
Holdings After Transaction: Class A Common Stock — 1,007,800 shares (Direct); Common Units — 7,792,200 shares (Direct); Stock Option — 325,000 shares (Direct); Class C Common Stock — 7,792,200 shares (Direct)
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. Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs vest in two substantially equal annual installments on each of the third and fourth anniversaries of May 21, 2026. 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. The stock option vests in full on January 1, 2027. The stock option vests in full on January 1, 2028. The stock option vests in full on January 1, 2029. The stock option vests in full on January 1, 2030.
RSU grant 350,000 shares Restricted stock units for Class A Common Stock granted May 21, 2026
Class A shares after grant 1,007,800 shares Direct Class A Common Stock holdings following May 21, 2026 transactions
Common Units acquired 7,792,200 units Common Units of Lincoln International, LP acquired in reorganization
Class C shares acquired 7,792,200 shares Class C Common Stock corresponding to Common Units in reorganization
Additional Class A shares 657,800 shares Class A Common Stock acquired May 19, 2026 in reorganization
Stock options at $9.09 16,250 units per grant Multiple option awards with $9.09 exercise price expiring 2027–2030
Stock option at $7.38 325,000 units Option award with $7.38 exercise price expiring December 31, 2027
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
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
"and a corresponding number of Class C Common Stock will be forfeited in connection with the redemption"
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.
Rule 16a-2(a) regulatory
"and is reported herein pursuant to Rule 16a-2(a)"
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.
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"
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FAQ

What did Lincoln International (LCLN) CEO Robert Todd Brown report on this Form 4?

Robert Todd Brown reported equity awards rather than open-market trades. He received Class A shares, Common Units, Class C shares, restricted stock units, and stock options, mainly connected to a corporate reorganization and compensation grants around the time of Lincoln International’s initial public offering.

How many Class A shares does the Lincoln International (LCLN) CEO hold after these transactions?

After the reported awards, Robert Todd Brown directly holds 1,007,800 shares of Class A Common Stock. This figure reflects his Class A position following the May 21, 2026 restricted stock unit grant and earlier reorganization-related issuances disclosed in the Form 4 filing.

What Common Units and Class C stock awards did LCLN’s CEO receive in the reorganization?

Robert Todd Brown acquired 7,792,200 Common Units and a corresponding 7,792,200 shares of Class C Common Stock in the issuer’s reorganization. The Common Units are paired economically with Class A stock, while the Class C shares are designed to be forfeited when units are exchanged into Class A shares.

How do Lincoln International (LCLN) Common Units held by the CEO convert into Class A stock?

The Common Units held by Robert Todd Brown may be redeemed at any time for Class A Common Stock on a 1-to-1 basis. When units are redeemed, an equal number of Class C Common Stock shares are forfeited, keeping the overall Class A share count aligned with the unit redemptions.

What are the key terms of the restricted stock units granted to LCLN’s CEO?

The CEO received 350,000 restricted stock units, each representing one Class A share. These RSUs vest in two substantially equal annual installments on the third and fourth anniversaries of May 21, 2026, creating a long-term incentive tied to continued service and Lincoln International’s future performance.

What stock options did the Lincoln International (LCLN) CEO receive in this Form 4?

Robert Todd Brown received several stock option awards on May 19, 2026. These include options for 16,250 Common Units each at a $9.09 exercise price, expiring between 2027 and 2030, and an additional 325,000-unit option with a $7.38 exercise price expiring in 2027, all granted as compensation.
SEC Form 4
FORM 4UNITED 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*
Brown Robert Todd

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/19/2026(1)A657,800A(2)657,800D
Class C Common Stock05/19/2026(1)A7,792,200A(2)7,792,200D
Class A Common Stock05/21/2026A350,000(3)A$01,007,800D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units(4)05/19/2026(1)A7,792,200 (4) (4)Class A Common Stock7,792,200(2)7,792,200D
Stock Option$7.3805/19/2026(1)A325,000 (5)12/31/2027Common Units325,000$0325,000D
Stock Option$9.0905/19/2026(1)A16,250 (5)12/31/2027Common Units16,250$016,250D
Stock Option$9.0905/19/2026(1)A16,250 (6)12/31/2028Common Units16,250$016,250D
Stock Option$9.0905/19/2026(1)A16,250 (7)12/31/2029Common Units16,250$016,250D
Stock Option$9.0905/19/2026(1)A16,250 (8)12/31/2030Common Units16,250$016,250D
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. Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs vest in two substantially equal annual installments on each of the third and fourth anniversaries of May 21, 2026.
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.
5. The stock option vests in full on January 1, 2027.
6. The stock option vests in full on January 1, 2028.
7. The stock option vests in full on January 1, 2029.
8. The stock option vests in full on January 1, 2030.
Remarks:
/s/ Julie Nelson, Attorney-in-Fact05/26/2026
** Signature of Reporting PersonDate
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)