Lincoln International Inc-A美股招股说明书(2026-05-21版)

Lincoln International, Inc.Class A Common Stock This is an initial public offering of shares of Class A common stock of Lincoln International, Inc. We are selling20,604,046shares of our Class A common stock in this offering, and theselling stockholders identified in this prospectus are selling445,942 shares of our Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by any of theselling stockholders. The initial public offering price for our Class A common stock is $20.00per share. Our Class A common stock has been approved for listing onthe New York StockExchange (the “NYSE”)under the symbol “LCLN.” Following this offering, we will have three classes of authorized common stock: Class A common stock, Class B common stock and Class C common stock. Our Class A common stockoffered hereby and our Class B common stock will each be entitled to one vote per share and our Class C common stock will be entitled to ten votes per share. Immediately following theconsummation of this offering, all of the outstanding shares of our Class B common stock will be held by the LILP Non-controlling Partners (as defined below) of Lincoln International, LP(“LILP”), which will represent approximately6% of the voting power of our outstanding capital stock (or approximately6% if the underwriters exercise their option to purchase additionalshares of Class A common stock in full). Immediately following the consummation of this offering, all of the outstanding shares of our Class C common stock will be held by the LILPControlling Partners (as defined below), which will represent approximately87% of the voting power of our outstanding capital stock (or approximately86% if the underwriters exercise theiroption to purchase additional shares of Class A common stock in full). As a result, the LILP Controlling Partners will control more than a majority of the combined voting power of ouroutstanding shares of capital stock and will be able to control any action requiring the general approval of our stockholders. We intend to use the net proceeds from this offering, after the underwriting discount but before estimated offering expenses payable by us, to purchase 20,604,046newly issued commonunits (as defined below) (or23,682,849common units if the underwriters exercise their option to purchase additional shares of Class A common stock in full) from LILP at a purchase priceper unit equal to the initial public offer price per share of Class A common stock we issue in this offering, less the underwriting discount, and we intend to cause LILP to use the net proceedsfrom the sale of common units to us as described in “Use of Proceeds,” including to partially redeem units from certain of the LILP Partners (as defined below), which include certainexecutive officers and directors, to pay fees and expenses in connection with this offering and the Reorganization Transactions (as defined below), to repay amounts outstanding under theTerm Loan Credit Facility (as defined below) and, to the extent there are remaining proceeds, for general corporate purposes. We will be a holding company and the sole general partner of LILP, and upon the consummation of a series of Organizational Transactions (as defined below), our principal asset willconsist of common units. We will conduct our business through LILP and its direct and indirect subsidiaries. After the consummation of the Reorganization Transactions and this offering, we will be a “controlled company” within the meaning of theNYSErules. See “Our OrganizationalStructure” and “Management—Controlled Company Exception.” We are an “emerging growth company” as that term is defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements forthis prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page31to read about factors that you should consider before buying shares of ourClass A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities, or passed upon the accuracy or adequacy ofthis prospectus. Any representation to the contrary is a criminal offense. (1)See “Underwriting” for a description of the compensation payable to the underwriters. The underwriters may also exercise their option to purchase up to an additional3,078,803shares of Class A common stock from us and 78,695shares of Class A common stock from theselling stockholders at the initial public offering price, less underwriting discounts and commissions, within 30 days after the date of this prospectus. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on