Lincoln International, Inc. 8K

Lincoln International, Inc. adopted an Amended and Restated Certificate of Incorporation that reclassifies its existing stock into Class A common and establishes a new multi‑class, control‑enhancing capital and governance structure tied to its partnership subsidiary in preparation for its IPO.

Lincoln International, Inc. filed an Amended and Restated Certificate of Incorporation, effective upon filing, that comprehensively restates its charter to establish a multi‑class capital structure with 1,000,000,000 authorized shares of common stock divided into Class A, Class B, and high‑vote Class C shares, plus 5,000,000 shares of preferred stock, and to implement an “Up‑C” style structure tied to Lincoln International, LP common units. The restated charter effects an automatic reclassification of all prior outstanding capital stock into Class A common stock, sets detailed voting, dividend, liquidation, transfer and conversion terms for each class (including ten votes per share and sunset conversion for Class C, nominal economic rights and strict transfer restrictions for Class B and C, and reservation of Class A shares for exchange of partnership units), and grants the board broad authority to issue preferred stock in series. It also institutes classified board provisions, specified director removal and vacancy‑filling mechanics, stockholder consent and bylaw‑amendment thresholds that tighten after a defined “Sunset Date,” Delaware and federal forum selection clauses, exculpation and indemnification protections for directors and officers, and an opting‑out of DGCL Section 203 while adopting a bespoke three‑year business‑combination restriction regime with defined exceptions, all of which together entrench control rights for specified insiders (LILP Controlling Partners) and structure the company for life as a Delaware public corporation in connection with its IPO and registration of Class A common stock.

Filing Facts

CIK

1925283

Ticker

-

Form

8K

Source Type

sec

Accession

0001628280-26-038219

Alert Tier

6