Lincoln International (LCLN) leaders report large stakes and voting pact

Rhea-AI Filing Summary

Lincoln International, Inc. received a Schedule 13D from senior executives and an affiliated trust detailing substantial ownership of its Class A Common Stock. Based on 36,288,399 shares outstanding as of August 13, 2026, the filing reports significant individual stakes, largely through redeemable Common Units of Lincoln International, LP on a one-to-one basis into Class A shares.

Lawrence James Lawson III beneficially owns 16,270,715 shares (31.2%), including 153,711 shares acquired on August 12, 2026. Robert Todd Brown holds 8,450,000 shares (19.2%), Eric Dennis Malchow 4,972,500 shares (12.1%), and Robert Bruce Barr 10,845,278 shares (23.3%), including 975,000 shares held via the Robert B. Barr 2025 GRAT, which separately reports 2.6%.

These parties are deemed a group under a Voting Agreement dated May 19, 2026, under which they agree to vote all controlled shares in favor of board-nominated directors. They state they may buy or sell additional securities and may consider potential extraordinary corporate transactions, but they currently report no specific plans beyond the broad possibilities described.

Key Figures

Shares outstanding: 36,288,399 shares Lawson beneficial ownership: 16,270,715 shares (31.2%) Brown beneficial ownership: 8,450,000 shares (19.2%) +4 more

7 metrics

Shares outstanding 36,288,399 shares Class A Common Stock outstanding as of August 13, 2026

Lawson beneficial ownership 16,270,715 shares (31.2%) Class A Common Stock beneficially owned by Lawrence James Lawson III

Brown beneficial ownership 8,450,000 shares (19.2%) Class A Common Stock beneficially owned by Robert Todd Brown

Malchow beneficial ownership 4,972,500 shares (12.1%) Class A Common Stock beneficially owned by Eric Dennis Malchow

Barr beneficial ownership 10,845,278 shares (23.3%) Class A Common Stock beneficially owned by Robert Bruce Barr

Barr 2025 GRAT ownership 975,000 shares (2.6%) Class A Common Stock beneficially owned by the Robert B. Barr 2025 GRAT

Recent Lawson acquisition 153,711 shares Class A Common Stock acquired from issuer on August 12, 2026

Key Terms

Schedule 13D, beneficially owns, Common Units, Voting Agreement, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"Mr. Lawson beneficially owns 16,270,715 shares of Class A Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Common Units financial

"Class A Common Stock underlying Common Units held directly"

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.

Voting Agreement regulatory

"Pursuant to the Voting Agreement, dated as of May 19, 2026"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

Grantor Retained Annuity Trust financial

"Robert B. Barr 2025 GRAT was created for estate planning purposes"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

FAQ

How much of Lincoln International (LCLN) does Lawrence James Lawson III own?

Lawrence James Lawson III beneficially owns 16,270,715 shares of Lincoln International Class A Common Stock, representing 31.2% of outstanding shares, including both directly held stock and shares underlying Common Units of Lincoln International, LP.

What ownership stakes do Lincoln International (LCLN) executives report in this Schedule 13D?

The filing reports 31.2% for Lawson, 19.2% for Brown, 12.1% for Malchow, 23.3% for Barr, and 2.6% for the Robert B. Barr 2025 GRAT, all based on 36,288,399 Class A shares outstanding.

How many Lincoln International (LCLN) shares are outstanding in this disclosure?

The ownership percentages are calculated using 36,288,399 shares of Lincoln International Class A Common Stock outstanding as of August 13, 2026, as provided by the company for this beneficial ownership report.

What is the Voting Agreement described for Lincoln International (LCLN)?

Under a Voting Agreement dated May 19, 2026, the reporting persons agree to vote all shares they control in favor of board-nominated directors, in line with Lincoln International’s restated certificate and amended and restated bylaws.

Did any Lincoln International (LCLN) insider recently acquire additional shares?

Yes. On August 12, 2026, Lawrence James Lawson III acquired 153,711 Class A shares from the company, pursuant to an obligation under Lincoln International, LP’s Third Amended and Restated Limited Partnership Agreement.

What potential actions do the reporting persons consider regarding Lincoln International (LCLN)?

They state they may buy or sell more securities, use financial instruments, or consider extraordinary corporate transactions such as mergers, reorganizations, take-private deals, asset sales, or changes to capitalization or board composition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:23 PM Accepted by SEC EDGAR 08/14/2026 - 04:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Lincoln International, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

533714101

(CUSIP Number)

Kristin M. Marvin, Esq.
110 North Wacker Drive, 51st Floor
Chicago, IL, 60606
(312) 580-8339

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 533714101

1

Name of reporting person

Lawrence James Lawson III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,270,715.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,270,715.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,270,715.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 533714101

1

Name of reporting person

Robert Todd Brown

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,450,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,450,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,450,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 533714101

1

Name of reporting person

Eric Dennis Malchow

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,972,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,972,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,972,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 533714101

1

Name of reporting person

Robert Bruce Barr

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,845,278.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,845,278.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,845,278.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 533714101

1

Name of reporting person

Robert B. Barr 2025 GRAT

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 975,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 975,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

975,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.00001 par value per share
(b)	Name of Issuer: Lincoln International, Inc.
(c)	Address of Issuer's Principal Executive Offices: 110 North Wacker Drive, 51st Floor, Chicago, ILLINOIS , 60606.
Item 2.	Identity and Background
(a)	Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This Schedule 13D is filed on behalf of: Lawrence James Lawson III Robert Todd Brown Eric Dennis Malchow Robert Bruce Barr Robert B. Barr 2025 GRAT
(b)	The principal office and business address of each of the Reporting Persons is 110 North Wacker Drive, 51st Floor, Chicago, IL 60606.
(c)	The principal occupation of Mr. Lawson is serving as Co-Founder, Executive Chairman and Chairman of the Board of Directors (the "Board") of the Issuer. The principal occupation of Mr. Brown is serving as Chief Executive Officer and Director of the Issuer. The principal occupation of Mr. Malchow is serving as President, Global Head of M&A and Director of the Issuer. The principal occupation of Mr. Barr is serving as Co-Founder, Managing Director and Director of the Issuer. Robert B. Barr 2025 GRAT was created for estate planning purposes.
(d)	During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Robert B. Barr 2025 GRAT is organized under the laws of the State of Illinois. Each of the remaining Reporting Persons is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons acquired the majority of the securities reported herein as a result of a reorganization of the Issuer that was effected on May 19, 2026. On August 12, 2026, Mr. Lawson acquired from the Issuer 153,711 shares of Class A Common Stock pursuant to an obligation under Lincoln International, LP's Third Amended and Restated Limited Partnership Agreement.
Item 4.	Purpose of Transaction
	General The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons may also enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer, which instruments or agreements may or may not affect the Reporting Persons' beneficial ownership in securities of the Issuer. In addition, the Reporting Persons, including in each of their respective capacities as an executive and/or a director of the Issuer, may engage in discussions with management, the Board, other securityholders of the Issuer and other relevant parties, or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including, for example, a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Class A Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.	Interest in Securities of the Issuer
(a)	The ownership information set forth herein represents beneficial ownership of Class A Common Stock as of the date hereof, based upon 36,288,399 shares of Class A Common Stock outstanding as of August 13, 2026, as provided by the Issuer. The ownership information also assumes the redemption of the common units of Lincoln International, LP ("Common Units") into shares of Class A Common Stock of the Issuer on a one-to-one basis, as applicable. Mr. Lawson beneficially owns 16,270,715 shares of Class A Common Stock, representing approximately 31.2% of the Issuer's outstanding shares, which consist of (i) 486,511 shares of Class A Common Stock held directly and (ii) 15,784,204 shares of Class A Common Stock underlying Common Units held directly. Mr. Brown beneficially owns 8,450,000 shares of Class A Common Stock, representing approximately 19.2% of the Issuer's outstanding shares, which consist of (i) 657,800 shares of Class A Common Stock held directly and (ii) 7,792,200 shares of Class A Common Stock underlying Common Units held directly. Mr. Malchow beneficially owns 4,972,500 shares of Class A Common Stock underlying Common Units held directly, representing approximately 12.1% of the Issuer's outstanding shares. Mr. Barr beneficially owns 10,845,278 shares of Class A Common Stock, representing approximately 23.3% of the Issuer's outstanding shares, which consist of (i) 527,800 shares of Class A Common Stock held directly; (ii) 9,342,478 shares of Class A Common Stock underlying Common Units held directly and (iii) 975,000 shares of Class A Common Stock underlying Common Units held directly by the Robert B. Barr 2025 GRAT for which Mr. Barr serves as trustee. Pursuant to the Voting Agreement (as defined herein), the Reporting Persons are deemed to constitute a group for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the other parties to the Voting Agreement.
(b)	The information contained on the cover pages to this Schedule 13D is incorporated by reference into this Item 5(b).
(c)	Except as otherwise disclosed in this Schedule 13D, during the past 60 days, none of the Reporting Persons have effected any transactions in the Class A Common Stock.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Voting Agreement Pursuant to the Voting Agreement, dated as of May 19, 2026 (the "Voting Agreement"), by and among the Reporting Persons, the Reporting Persons agreed to vote, or cause to be voted, all shares of capital stock of the Issuer that such Reporting Person directly or indirectly owns or over which such Reporting Person has voting control, from time to time and at all times, in favor of the election of each individual nominated by the Board and submitted for approval by the Issuer's stockholders in accordance with the Issuer's Restated Certificate and the Issuer's Amended and Restated Bylaws to serve as director, whether by written consent or at a special or annual meeting of the Issuer's stockholders. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Joint Filing Agreement. Exhibit 99.2: Voting Agreement, dated May 19, 2026, by and among the Issuer and the Reporting Persons (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the SEC on May 26, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lawrence James Lawson III

Signature:	/s/ Lawrence James Lawson III
Name/Title:	Lawrence James Lawson III
Date:	08/14/2026

Robert Todd Brown

Signature:	/s/ Robert Todd Brown
Name/Title:	Robert Todd Brown
Date:	08/14/2026

Eric Dennis Malchow

Signature:	/s/ Eric Dennis Malchow
Name/Title:	Eric Dennis Malchow
Date:	08/14/2026

Robert Bruce Barr

Signature:	/s/ Robert Bruce Barr
Name/Title:	Robert Bruce Barr
Date:	08/14/2026

Robert B. Barr 2025 GRAT

Signature:	/s/ Robert Bruce Barr
Name/Title:	Robert Bruce Barr, Trustee
Date:	08/14/2026