{"filing":{"accession_number":"0001628280-26-038219","cik":"0001925283","ticker":"LCLN","company_name":"Lincoln International, Inc.","form":"8-K","filing_date":"2026-05-26","report_date":null,"primary_document":"lincolninternational-closi.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1925283/000162828026038219/lincolninternational-closi.htm"},"events":[{"id":9159,"run_id":8040,"accession_number":"0001628280-26-038219","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"Lincoln International entered into material definitive agreements in connection with its initial public offering on May 19, 2026, including the Fourth Amended and Restated Limited Partnership Agreement, Tax Receivable Agreement, and Voting Agreement, constituting a material change of control event affecting the company's ownership and governance structure.","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1667,"accession_number":"0001628280-26-038219","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into material definitive agreements in connection with Lincoln International's initial public offering (IPO), including the Fourth Amended and Restated Limited Partnership Agreement, Tax Receivable Agreement, and Voting Agreement, all dated May 19, 2026. While technically an IPO is a capital-raising event rather than a traditional M\u0026A transaction, Item 1.01 captures \"entry into a material definitive agreement\" and the restructuring of the company's ownership and governance structure through these agreements constitutes a material change of control event that would significantly affect investor assessment of the registrant's capital structure and control relationships.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9160,"run_id":8040,"accession_number":"0001628280-26-038219","anchor_item_number":"8.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Lincoln International completed an initial public offering of 24,207,486 shares of Class A common stock at $20.00 per share, generating gross proceeds of $473.7 million, and issued approximately 81 million shares of Class B and Class C common stock to existing and controlling partners under Section 4(a)(2) exemption, materially diluting existing shareholders.","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1668,"accession_number":"0001628280-26-038219","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered issuance of 32,096,939 shares of Class B common stock and 48,860,500 shares of Class C common stock (totaling ~81 million shares) to existing limited partners and controlling partners in exchange for nominal consideration or non-economic interests. The transaction explicitly relies on Section 4(a)(2) exemption from Securities Act registration, and no underwriters were involved. This is a classic private placement of equity securities that materially dilutes existing shareholders and is required disclosure under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1672,"accession_number":"0001628280-26-038219","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Company completed an initial public offering (IPO) of 24,207,486 shares of Class A common stock at $20.00 per share, generating gross proceeds of $473.7 million. While technically an IPO rather than a private placement, this represents a material dilutive issuance of equity securities that would significantly affect shareholder ownership and is a transformational capital-raising event for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9161,"run_id":8040,"accession_number":"0001628280-26-038219","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"The company appointed two new directors, M. Christie Smith and John W. Oleniczak, effective May 19, 2026, with specified committee assignments, and disclosed employment agreements with the CEO and President.","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1670,"accession_number":"0001628280-26-038219","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of two new directors (M. Christie Smith and John W. Oleniczak) effective May 19, 2026, with specified committee assignments. While the section also mentions employment agreements with the CEO and President, the principal disclosed action centers on the director appointments. Board composition changes are material to investors assessing governance and oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9162,"run_id":8040,"accession_number":"0001628280-26-038219","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"The company disclosed a material modification to rights of security holders, with the substance incorporated by reference from Item 5.03, relating to governance or capital structure changes affecting security holder rights.","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1669,"accession_number":"0001628280-26-038219","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with the substance incorporated by reference from Item 5.03. Without access to the Item 5.03 content, the specific nature of the modification cannot be determined. The reference structure suggests a substantive governance or capital structure change affecting security holder rights, which would be material, but the event type cannot be precisely classified without the underlying disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9163,"run_id":8040,"accession_number":"0001628280-26-038219","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"summary":"The company's Amended and Restated Certificate of Incorporation and Bylaws became effective on May 19, 2026, specifying authorized capital stock of 650 million Class A shares, 250 million Class B shares, 100 million Class C shares, and 5 million preferred shares.","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1671,"accession_number":"0001628280-26-038219","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"reasoning":"This disclosure reports the effectiveness of an Amended and Restated Certificate of Incorporation and Bylaws on May 19, 2026, specifying authorized capital stock (650M Class A, 250M Class B, 100M Class C, and 5M preferred shares). While charter and bylaw amendments are routine corporate governance matters, this particular disclosure appears to be a standard post-IPO or post-reorganization filing documenting the company's capital structure without any substantive operational, financial, or strategic changes that would materially affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1667,"accession_number":"0001628280-26-038219","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into material definitive agreements in connection with Lincoln International's initial public offering (IPO), including the Fourth Amended and Restated Limited Partnership Agreement, Tax Receivable Agreement, and Voting Agreement, all dated May 19, 2026. While technically an IPO is a capital-raising event rather than a traditional M\u0026A transaction, Item 1.01 captures \"entry into a material definitive agreement\" and the restructuring of the company's ownership and governance structure through these agreements constitutes a material change of control event that would significantly affect investor assessment of the registrant's capital structure and control relationships.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26"},{"id":1668,"accession_number":"0001628280-26-038219","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered issuance of 32,096,939 shares of Class B common stock and 48,860,500 shares of Class C common stock (totaling ~81 million shares) to existing limited partners and controlling partners in exchange for nominal consideration or non-economic interests. The transaction explicitly relies on Section 4(a)(2) exemption from Securities Act registration, and no underwriters were involved. This is a classic private placement of equity securities that materially dilutes existing shareholders and is required disclosure under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26"},{"id":1669,"accession_number":"0001628280-26-038219","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with the substance incorporated by reference from Item 5.03. Without access to the Item 5.03 content, the specific nature of the modification cannot be determined. The reference structure suggests a substantive governance or capital structure change affecting security holder rights, which would be material, but the event type cannot be precisely classified without the underlying disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26"},{"id":1670,"accession_number":"0001628280-26-038219","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of two new directors (M. Christie Smith and John W. Oleniczak) effective May 19, 2026, with specified committee assignments. While the section also mentions employment agreements with the CEO and President, the principal disclosed action centers on the director appointments. Board composition changes are material to investors assessing governance and oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26"},{"id":1671,"accession_number":"0001628280-26-038219","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.85,"reasoning":"This disclosure reports the effectiveness of an Amended and Restated Certificate of Incorporation and Bylaws on May 19, 2026, specifying authorized capital stock (650M Class A, 250M Class B, 100M Class C, and 5M preferred shares). While charter and bylaw amendments are routine corporate governance matters, this particular disclosure appears to be a standard post-IPO or post-reorganization filing documenting the company's capital structure without any substantive operational, financial, or strategic changes that would materially affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26"},{"id":1672,"accession_number":"0001628280-26-038219","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Company completed an initial public offering (IPO) of 24,207,486 shares of Class A common stock at $20.00 per share, generating gross proceeds of $473.7 million. While technically an IPO rather than a private placement, this represents a material dilutive issuance of equity securities that would significantly affect shareholder ownership and is a transformational capital-raising event for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:36:12.283497+00:00","company_name":"Lincoln International, Inc.","ticker":"LCLN","filing_date":"2026-05-26"}]}