Lincoln International, Inc.

S-11 lincolninternational-sx1xa.htm S-1

As filed with the Securities and Exchange Commission on April 24, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kristin M. Marvin, Esq.

General Counsel

110 North Wacker Drive, 51st Floor

Chicago, Illinois 60606

Telephone: (312) 796-8550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated , 2026

PRELIMINARY PROSPECTUS

Shares

This is an initial public offering of shares of Class A common stock of Lincoln International, Inc. We are selling shares of our Class A common stock in this offering, and the selling stockholders identified in this prospectus are selling 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 the selling stockholders. It is currently estimated that the initial public offering price for our Class A common stock will be between$ and$ per share. We intend to apply to have our Class A common stock listed on the New York Stock Exchange (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 stock offered 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 the consummation 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 approximately % of the voting power of our outstanding capital stock (or approximately % if the underwriters exercise their option to purchase additional shares 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 LILP Controlling Partners (as defined below), which will represent approximately % of the voting power of our outstanding capital stock (or approximately % if the underwriters exercise their option 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 our outstanding 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 and estimated offering expenses payable by us, to purchase newly issued common units (as defined below) (or common units if the underwriters exercise their option to purchase additional shares of Class A common stock in full) from LILP at a purchase price per 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 proceeds from 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 certain executive 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 the Credit Facilities (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 will consist 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 the NYSE rules. See “Our Organizational Structure” 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 for this 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 page 31 to read about factors that you should consider before buying shares of our Class 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 of this 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 additional shares of Class A common stock from us and shares of Class A common stock from the selling 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 , 2026.

Joint Lead Book-Running Managers

Bookrunners

Co-Managers

The date of this prospectus is , 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with different information. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside the United States: We, the selling stockholders and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting.”

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BASIS OF PRESENTATION

Organizational Structure

In connection with this offering, we will undertake reorganization transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the reorganization transactions described in the section titled “Our Organizational Structure-Reorganization Transactions,” to which we refer to as the “Reorganization Transactions,” and offering transactions described in the section titled “Our Organizational Structure-Offering Transactions,” including this offering and the application of the proceeds therefrom, to which we refer to as the “Offering Transactions.” We refer to the Reorganization Transactions and the Offering Transactions collectively as the “Organizational Transactions.”

See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Organizational Transactions, including this offering.

Recent Acquisition

On October 31, 2025, we consummated the MarshBerry Acquisition by acquiring MarshBerry pursuant to the Equity Purchase Agreement, dated as of September 9, 2025, by and among LILP, Lincoln International Holdings Limited, Lincoln International Parent B.V., Lincoln International B.V., MarshBerry Holdco, Inc., MarshBerry Holdco II, LLC, AMC MB Mini-Master, LP, DB FLF MBH LLC, the specified holders party thereto, MarshBerry Holding Company, LLC, and Atlas Merchant Capital LLC.

Unless otherwise indicated, (i) information presented for a period ended prior to the date of the MarshBerry Acquisition does not give effect to the MarshBerry Acquisition and (ii) information presented for a period ended after the MarshBerry Acquisition includes the impact of the MarshBerry Acquisition from the date of the MarshBerry Acquisition.

Definitions

As used in this prospectus, unless the context otherwise requires, references to:

•“Basis Adjustments” refers to (i) Lincoln International, Inc.’s allocable share of the existing tax basis of LILP’s assets, which tax basis is attributable to the common units being acquired in the Reorganization Transactions and this offering, (ii) an increase in Lincoln International, Inc.’s allocable share of the tax basis of LILP’s assets and Lincoln International, Inc.’s allocable share of the existing tax basis of LILP’s assets in the future, (A) when (as described below under “—Prospectus Summary—The Offering—Redemption rights of LILP Partners holding common units”) an LILP Partner receives Class A common stock or cash, as applicable, in connection with an exercise of such LILP Partner’s right to have common units held by such LILP Partner redeemed by LILP (including redemptions that occur in connection with this offering) or, at our election, exchanged directly with us (or a wholly-owned subsidiary of ours), (B) when LILP makes, or is deemed to make, certain distributions to the LILP Partners and (C) when Lincoln International, Inc. makes payments under the Tax Receivable Agreement.

•“Blocker Companies” refers to (i) Lincoln International Partners Holdings, LLC, (ii) Lincoln International Partners Holdings II, LLC, and (iii) MarshBerry Holdco II, LLC and “Blocker Company” refers to each of them.

•“Class A common stock” refers to the Class A common stock, par value $0.00001 per share, of Lincoln International, Inc.

•“Class B common stock” refers to the Class B common stock, par value $0.00001 per share, of Lincoln International, Inc.

•“Class C common stock” refers to the Class C common stock, par value $0.00001 per share, of Lincoln International, Inc.

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•“common units” refers to the limited partnership interests of LILP, which are units designated as common units.

•“common stock” refers to (a) prior to the Reorganization Transactions, the common stock, par value $0.0001 per share, of Lincoln International, Inc. and (b) after the Reorganization Transactions, the Class Acommon stock, Class B common stock and Class C common stock of Lincoln International, Inc., collectively.

•“continuation vehicle” refers to an investment fund established by a private equity firm for the purpose of acquiring certain of the firm’s assets from its existing funds that are reaching the end of such funds’ terms as an alternative to disposing of such assets to a third-party purchaser.

•“Credit Agreement” refers to the Credit Agreement, dated as of October 31, 2025, by and among Monarch FinCo, LLC, as borrower, Lincoln International CentCo, LLC, as holdings, Antares Capital LP, as administrative agent, collateral agent and an issuing bank, and the lenders party thereto from time to time, as amended by Amendment No. 1 to Credit Agreement, dated as of April 13, 2026, by and among Monarch FinCo, LLC, as borrower, Antares Capital LP, as administrative agent and collateral agent, and the lenders party thereto, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time.

•“Credit Facilities” collectively refers to the Term Loan Credit Facility, the Delayed Draw Term Loan Credit Facility, and Revolving Credit Facility (each as defined below).

•“Interest Deductions” refers to deductions attributable to imputed interest and other payments of interest pursuant to the Tax Receivable Agreement.

•“LILP” refers to Lincoln International, LP, a Delaware limited partnership, and its predecessors.

•“LILP Controlling Partners” refers to Lawrence James Lawson III, our co-founder and Chairman of our board of directors, Robert Bruce Barr, our co-founder and director, Robert Todd Brown, our Chief Executive Officer and director, and Eric Dennis Malchow, our President, Global Head of M&A and director, who will each be holders of common units and our Class A and Class C common stock immediately following consummation of the Organizational Transactions.

•“LILP Non-controlling Partners” refers to holders, consisting of certain of our executive officers, managing directors and senior professionals (other than the LILP Controlling Partners and Other Senior Professionals), of common units and our Class B common stock immediately following consummation of the Organizational Transactions.

•“LILP Partners” refers to the LILP Controlling Partners and the LILP Non-controlling Partners.

•“LILP Partnership Agreement” refers to LILP’s Fourth Amended and Restated Limited Partnership Agreement, which will become effective prior to the consummation of this offering.

•“Liquidity Event Shares” refers to shares of Class A common stock to be issued within 90 days of the closing of this offering in satisfaction of obligations of LILP under the Existing Partnership Agreement and the applicable redemption agreement that become due to certain partners and former partners (or their estates) whose units in LILP were repurchased by LILP (i) due to death, retirement, or permanent disability during the three years prior to the offering or (ii) following certain termination events during the year prior to the offering.

•“Lock-Up Common Units” refers to (i) common units held by an LILP Partner on the closing date of this offering and (ii) common units received by an LILP Partner upon the exercise of any option to purchase common units held by such LILP Partner as of the closing date of this offering.

•“Lock-Up Shares” refers to (i) shares of Class A common stock issued as consideration in the Corporate Mergers, (ii) shares of Class A common stock received by the Other Senior Professionals in connection

iii with the exercise of any options that were converted in the Corporate Mergers into options to purchase shares of Class A common stock and (iii) shares of Rollover Class A common stock.

•“MarshBerry” refers to MarshBerry Holding Company, LLC and its consolidated subsidiaries.

•“MarshBerry Acquisition” refers to the transaction consummated on October 31, 2025, pursuant to which we acquired MarshBerry. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Acquisitions.”

•“Other Senior Professionals” refers to members of the Blocker Companies and holders of options to purchase membership interests in the Blocker Companies who are international and U.S. based managing directors and certain other senior professionals of the Company.

•“private credit” refers to the market for debt financing that is privately originated and negotiated and is not issued or traded in public securities markets, in which non-bank lenders—including direct lending funds, credit opportunity funds, business development companies, banks, asset managers, insurance companies and other institutional investors—provide financing to corporate borrowers and/or structured products. Such financing typically includes senior secured loans, unsecured loans, unitranche facilities, mezzanine debt, and other privately negotiated credit or equity instruments, which can be classified as either investment grade or non-investment grade.

•“private equity-backed company” and “portfolio company” refer to a company in which a private equity fund or other investment vehicle managed or advised by a private equity sponsor has made an equity investment and with respect to which such sponsor has the ability to exercise significant influence over, or control of, the company’s management, business or policies, whether through ownership of voting securities, board representation, contractual rights or otherwise.

•“Rollover Class A common stock” refers to shares of Class A common stock received by certain of the LILP Partners in connection with the Reorganization Transactions, other than the Corporate Mergers.

•“secondary transaction” refers to transactions pursuant to which private equity funds or other investors buy and sell pre-existing commitments, interests or stakes in portfolio companies (i.e., to a continuation vehicle) or private equity funds.

•“Sunset Date” refers to such date that is the earlier of (i) the ten (10) year anniversary of the effective date of this registration statement and (ii) the date on which the LILP Controlling Partners first cease to own, in the aggregate, at least twenty (20%) percent of the issued and outstanding shares of common stock.

•“Tax Receivable Agreement” means the tax receivable agreement entered into between Lincoln International, Inc., LILP and the TRA Parties.

•“Tax Receivable Agreement Representative” refers to Theodore J. Heidloff, our Chief Financial Officer and his successors.

•“TRA Parties” refers to, collectively, the LILP Partners, certain Other Senior Professionals and any future party to the Tax Receivable Agreement.

•“we,” “us,” “our,” the “Company,” “Lincoln,” and similar references refer: (1) following the consummation of the Organizational Transactions, including this offering, to Lincoln International, Inc., a Delaware corporation, and, unless otherwise stated, all of its direct and indirect subsidiaries, including LILP; and (2) prior to the completion of the Organizational Transactions, including this offering, to LILP and, unless otherwise stated, all of its direct and indirect subsidiaries. In each case, such references include MarshBerry from and after the date of the MarshBerry Acquisition unless otherwise stated or the context otherwise requires.

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We will be a holding company and the sole general partner of LILP, and upon the consummation of a series of Organizational Transactions, our principal asset will consist of common units. We will conduct our business through LILP and its direct and indirect subsidiaries.

Presentation of Financial Information

LILP is the accounting predecessor of the issuer, Lincoln International, Inc., for financial reporting purposes. Lincoln International, Inc. will be the financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

•Lincoln International, Inc.—Other than the balance sheet dated as of December 31, 2024, the historical financial information of Lincoln International, Inc. has not been included in this prospectus as it has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.

•LILP—Because Lincoln International, Inc. will have no interest in any operations, other than those of LILP and its subsidiaries, the historical consolidated financial information included in this prospectus is that of LILP and its subsidiaries.

Except as otherwise noted, the unaudited pro forma condensed consolidated financial information of Lincoln International, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the audited historical consolidated financial statements of LILP and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the MarshBerry Acquisition and to the Organizational Transactions as described in “Our Organizational Structure,” including the consummation of this offering, as if all such transactions had occurred on January 1, 2025 in the case of the unaudited pro forma condensed consolidated statements of income data, and as of December 31, 2025, in the case of the unaudited pro forma condensed consolidated balance sheet data. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Other amounts that appear in this prospectus may not sum due to rounding.

TRADEMARKS

This prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, including trade associations and government agencies and data from our internal research, and are based on assumptions made by us upon reviewing such data and our experience in, and knowledge of, such industry and markets, which we

v believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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