Lincoln International, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities In connection with the IPO and the Organizational Transactions, on May 19, 2026, the Company issued (i) 11,164,123 shares of Class A common stock of the Company, par value $0.00001 per share, to the members of the Blocker Companies (as defined in Note 2), LI GP General Partners (as defined in Note 2) and certain other LILP Partners; (ii) 32,161,939 shares of Class B common stock of the Company, par value $0.00001 per share, to the certain limited partners of LILP other than the Controlling Partners, on a one-to-one basis equal to the number of LILP common units that each such partner owns, in exchange for nominal consideration and (iii) 48,860,500 shares of Class C common stock of the Company, par value $0.00001 per share, to the Controlling Partners, on a one-to-one basis equal to the number of LILP common units that each such Controlling Partner owns, in exchange for nominal consideration or the non-economic interest in LILP indirectly held by such Controlling Partner, as applicable. No underwriters were involved in the issuance and sale of the shares of Class A common stock or Class B common stock, or the issuance of the shares of Class C common stock pursuant to the Exchange. The shares of Class A common stock, Class B common stock and Class C common stock 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. Use of Proceeds On May 21, 2026, we completed our IPO in which we registered and sold an aggregate of 23,682,849 shares of our Class A common stock for our account and we registered an aggregate of 524,637 shares of our Class A common stock that were sold by certain of our existing stockholders, at a price of $20.00 per share. The Company received net proceeds of $440.5 million and the selling stockholders received net proceeds of $9.8 million, in each case after the full exercise of the underwriters’ option and deducting the underwriting discount. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-295322), as amended (the “Registration Statement”), which was declared effective by the SEC on May 19, 2026. Goldman Sachs & Co, LLC and Morgan Stanley & Co. LLC, acted as representatives of the underwriters for the IPO. The offering terminated after the sale of all securities registered pursuant to the Registration Statement. We contributed our net proceeds to LILP in exchange for LILP common units. The IPO proceeds were used (i) to redeem $244.7 million in LILP common units held by certain holders of LILP, (ii) $9.8 million to redeem shares held by the existing stockholders, including of the former partners of the Blocker Companies, and, (iii) to repay $195.8 million under the Term Loan Credit Facility. Other than the increase in the amount the Company applied to redeem the LILP common units from $187.5 million, as described in the Prospectus, to $244.7 million , which resulted from the exercise in full of the underwriters’ option to purchase additional shares, no material changes were made to the use of proceeds from our IPO as described in the section entitled “ — Use of Proceeds ” included in the Prospectus. Issuer Purchases of Equity Securities 39 None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.