Lincoln International Inc.
08/14/2026 | Press release | Distributed by Public on 08/14/2026 04:20
Private Placement (Form 8-K)
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.
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