Lincoln International, Inc. 10-Q

Item 1. Financial Statements (Unaudited) Condensed Consolidated Financial Statements 1 Condensed Consolidated Balance She ets 2 Condensed Consolidated Statements of Compr ehensive Income (Loss) 3 Condensed Consolidated Statements of Cash Flows 4 Condensed Consolidated Statements of Changes in Equity 6 Notes to Condensed Consolidated Financial Statements 8 1 Lincoln International, Inc. Condensed Consolidated Balance Sheets (Unaudited) June 30, 2026 December 31, 2025 ($ in thousands, except share data) Assets Cash and cash equivalents $ 250,624 $ 320,169 Restricted cash 4,790 4,658 Receivables: Client accounts receivable, net of allowance 105,820 160,225 Related-party receivables 6,815 28,583 Total receivables 112,635 188,808 Prepaid expenses 17,648 17,458 Other assets 12,083 12,013 Property and equipment, net 54,475 57,597 Other intangible assets, net 82,445 115,903 Deferred tax assets 74,737 9,525 Goodwill 277,966 274,470 Right-of-use lease asset 110,375 117,537 Total assets $ 997,778 $ 1,118,138 Liabilities, Redeemable Noncontrolling Interest and Stockholders' Equity Liabilities Compensation payable $ 127,767 $ 138,404 Accounts payable, accrued expenses and other liabilities 98,145 112,139 Long-term debt 101,929 270,374 Amount due pursuant to tax receivable agreement 84,764 — Income tax payable 7,969 9,770 Lease liability 139,898 148,845 Total liabilities 560,472 679,532 Commitments and contingencies (Note 10) Redeemable noncontrolling interest 7,266 7,420 Stockholders' Equity Partners' Equity — 431,186 Class A common stock, par value $ 0.00001 per share ( 650,000,000 shares authorized, 34,846,972 issued and outstanding at June 30, 2026, none authorized, issued, or outstanding at December 31, 2025) — — Class B common stock, par value $ 0.00001 per share ( 250,000,000 shares authorized, 28,478,208 issued and outstanding at June 30, 2026, none authorized, issued, or outstanding at December 31, 2025) — — Class C common stock, par value $ 0.00001 per share ( 100,000,000 shares authorized, 38,866,382 issued and outstanding at June 30, 2026, none authorized, issued, or outstanding at December 31, 2025) — — Additional paid-in-capital 134,539 — Retained earnings (accumulated deficit) 455 — Accumulated other comprehensive income (loss) ( 439 ) — Total equity attributable to Lincoln International, Inc. 134,555 — Noncontrolling interest 295,485 — Total stockholders' equity 430,040 431,186 Total liabilities, redeemable noncontrolling interest and stockholders' equity $ 997,778 $ 1,118,138 See notes to condensed consolidated financial statements (unaudited). 2 Lincoln International, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except share data) 2026 2025 2026 2025 Revenues $ 225,693 $ 149,658 $ 383,493 $ 281,866 Expenses: Compensation and benefits 145,782 70,798 241,879 141,127 Travel and related expenses 9,696 7,287 17,770 12,929 Rent and occupancy 8,139 7,553 16,078 14,562 Technology and information services 4,974 4,894 9,951 9,188 Professional services and development 18,383 9,187 26,997 15,255 Depreciation and amortization 19,253 11,152 38,489 21,556 Other operating expenses, net 35,346 6,644 42,262 12,195 Total expenses 241,573 117,515 393,426 226,812 Total operating income (loss) ( 15,880 ) 32,143 ( 9,933 ) 55,054 Other income (expense), net ( 5,549 ) 1,727 ( 9,508 ) 3,609 Income (loss) before income taxes ( 21,429 ) 33,870 ( 19,441 ) 58,663 Provision for income taxes 1,521 328 1,585 1,171 Net income (loss) ( 22,950 ) 33,542 ( 21,026 ) 57,492 Less: Net income (loss) attributable to noncontrolling interests ( 23,405 ) ( 295 ) ( 21,481 ) ( 935 ) Net income (loss) attributable to Lincoln International Inc. $ 455 $ 33,837 $ 455 $ 58,427 Other comprehensive income (loss): Foreign currency translation adjustment ( 1,439 ) 3,495 ( 3,875 ) 5,429 Comprehensive income (loss) $ ( 24,389 ) $ 37,037 $ ( 24,901 ) $ 62,921 Weighted average shares of Class A common stock outstanding: Basic 36,280,899 36,280,899 Diluted 40,017,177 40,017,177 Net income per share attributable to holders of Class A common stock: Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01 See notes to condensed consolidated financial statements (unaudited). 3 Lincoln International, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, ($ in thousands) 2026 2025 Cash Flows from Operating Activities Net income $ ( 21,026 ) $ 57,492 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 38,489 21,556 Deferred income taxes, net ( 689 ) ( 236 ) Non-cash lease expense 7,695 7,268 Non-cash compensation expense 3,207 1,106 Other non-cash activity ( 1,937 ) 1,088 Liquidity Event share awards (Note 19) 28,679 — Changes in operating assets and liabilities: Accounts receivable, net 56,836 30,587 Related-party receivables 22,218 ( 5,439 ) Prepaid expenses ( 293 ) ( 1,466 ) Income tax receivable 784 ( 263 ) Other assets ( 1,119 ) ( 1,479 ) Accounts payable and accrued expenses ( 11,747 ) ( 7,013 ) Compensation payable ( 8,996 ) ( 15,666 ) Deferred revenue 591 576 Lease liability ( 9,397 ) ( 8,317 ) Net cash provided by operating activities 103,295 79,794 Cash Flows from Investing Activities Purchases of property and equipment, net ( 2,485 ) ( 3,749 ) Net cash used in investing activities ( 2,485 ) ( 3,749 ) Cash Flows from Financing Activities IPO proceeds less underwriter discount 451,528 — Distributions of IPO proceeds to partners ( 254,493 ) — Pre-offering distribution to partners ( 70,626 ) — Distributions to partners ( 130,533 ) ( 118,855 ) Contributions and other 11,735 2,438 Payment of contingent consideration ( 3,294 ) — Payment on long-term debt ( 196,640 ) — Proceeds from long-term debt 25,000 — Proceeds from line of credit — 25,200 Repayment of line of credit — ( 12,200 ) Net cash used in financing activities ( 167,323 ) ( 103,417 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 2,900 ) 6,705 Net decrease in cash, cash equivalents, and restricted cash ( 69,413 ) ( 20,667 ) Cash, cash equivalents, and restricted cash, beginning of period 324,827 228,988 Cash, cash equivalents, and restricted cash, end of period $ 255,414 $ 208,321 SUPPLEMENTAL CASH FLOWS DISCLOSURE Cash paid during the period for: Cash paid for income taxes $ 4,210 $ 315 Cash paid for interest $ 11,061 $ — 4 Six Months Ended June 30, Other non-cash activity Initial establishment of deferred tax asset $ 65,179 $ — Establishment of liability related to tax receivable agreement $ ( 84,764 ) $ — Reconciliation of Cash, cash equivalents, and restricted cash within the Condensed Consolidated Balance Sheets June 30, December 31, ($ in thousands) 2026 2025 Cash and cash equivalents $ 250,624 $ 320,169 Restricted cash 4,790 4,658 Total cash and cash equivalents and restricted cash $ 255,414 $ 324,827 See notes to condensed consolidated financial statements (unaudited). 5 Lincoln International, Inc. Condensed Consolidated Statements of Changes in Equity (Unaudited) Common Stock ($ in thousands, except share data) Class A Class B Class C Class A Class B Class C Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Partners' equity Noncontrolling Interest Total Equity Redeemable Noncontrolling Interest Balance as of January 1, 2026 $ — $ — $ — $ — $ — $ — $ 431,186 $ — $ 431,186 $ 7,420 Net income (loss) — — — — — — 1,924 — 1,924 — Other comprehensive income (loss) - cumulative translation adjustment — — — — — — ( 2,436 ) — ( 2,436 ) Comprehensive income (loss) — — — — — — ( 512 ) — ( 512 ) Contributions and other — — — — — — 4,877 — 4,877 Distributions — — — — — — ( 95,548 ) — ( 95,548 ) — Balance as of March 31, 2026 $ — $ — $ — $ — $ — $ — $ 340,003 $ — $ 340,003 $ 7,420 Contributions and other — — — — — — 8,037 — 8,037 Distributions and other — — — — — — ( 34,982 ) — ( 34,982 ) ( 154 ) Pre offering distribution to partners — — — — — — ( 70,626 ) — ( 70,626 ) Liquidity event shares — — — — — — 28,679 — 28,679 Other equity adjustments — — — — — — 3,840 — 3,840 Net Income — — — — — — ( 25,958 ) ( 25,958 ) Balance pre-reorganization — — — — — — 248,993 — 248,993 7,266 Reorganization of equity structure — — — 84,907 — — ( 248,993 ) 164,086 — Issuance of Class A common stock in IPO 34,846,972 — — — 451,528 — — — — 451,528 Issuance of Class B common stock in IPO 28,478,208 — — — — — — — — — Issuance of Class C common stock in IPO 38,866,382 — — — — — — — — — Initial establishment of deferred tax liability, net of amounts receivable under tax receivable agreement — — — ( 19,585 ) — — — — ( 19,585 ) Distributions of IPO proceeds to Partners — — — ( 254,493 ) — — — — ( 254,493 ) Allocation of net IPO proceeds to noncontrolling interest — — — ( 129,846 ) — — — 129,846 — Equity based compensation — — — 2,028 — — — — 2,028 Net income — — — — 455 — — 2,553 3,008 — Other comprehensive income (loss) - cumulative translation adjustment — — — — — ( 439 ) — ( 1,000 ) ( 1,439 ) Balance as of June 30, 2026 34,846,972 28,478,208 38,866,382 $ — $ — $ — $ 134,539 $ 455 $ ( 439 ) $ — $ 295,485 $ 430,040 $ 7,266 See notes to the condensed consolidated financial statements (unaudited). 6 Lincoln International, Inc. Condensed Consolidated Statements of Changes in Equity (Unaudited) ($ in thousands) Partners' Equity Noncontrolling Interest Total Equity Balance as of January 1, 2025 $ 350,829 $ 3,597 $ 354,426 Net income (loss) 24,590 ( 640 ) 23,950 Other comprehensive income (loss) - cumulative translation adjustment 1,811 123 1,934 Comprehensive income (loss) 26,401 ( 517 ) 25,884 Contributions and other 1,191 — 1,191 Distributions ( 67,657 ) — ( 67,657 ) Balance as of March 31, 2025 $ 310,764 $ 3,080 $ 313,844 Net income 33,837 ( 295 ) 33,542 Other comprehensive income (loss) - cumulative translation adjustment 3,252 243 3,495 Comprehensive income (loss) 37,089 ( 52 ) 37,037 Contributions and other 2,353 — 2,353 Distributions ( 51,198 ) — ( 51,198 ) Balance as of June 30, 2025 $ 299,008 $ 3,028 $ 302,036 See notes to the condensed consolidated financial statements (unaudited). 7 Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Nature of Operations and Significant Accounting Policies Nature of operations : Lincoln International, Inc. (the “Parent”), a Delaware corporation, together with its consolidated domestic and foreign subsidiaries and affiliates (collectively, the “Company”), is a multinational investment banking advisory firm focused on the private capital markets. The Company provides merger and acquisition advisory, capital advisory, private funds advisory, valuation advisory and other related services to private equity firms, public corporations, and privately-owned companies worldwide. The Company offers its services through more than thirty offices across fourteen countries throughout the Americas, Europe, the Middle East and Asia. On May 21, 2026, the Parent closed its initial public offering (the “IPO”). The Parent 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. In connection with the IPO, the Parent issued and sold 23,682,849 shares and the selling stockholders sold 524,637 shares of Class A common stock, par value $ 0.00001 per share (“Class A common stock”), at an offering price of $ 20.00 per share. The Company also completed certain organizational transactions (the “Organizational Transactions”), pursuant to which the Parent received a controlling interest in Lincoln International, LP (“LILP”). The Organizational Transactions did not result in a change in the carrying value of the net assets of LILP. The interim financial information provided in the accompanying condensed consolidated financial statements represents the financial condition and results of operations prior to the Organizational Transactions and IPO along with the consolidated financial condition and results of operations subsequent to the Organizational Transactions and IPO. For additional information on the Organizational Transactions and IPO refer to Note 2. The Parent is a holding company whose principal asset consists of the outstanding common units of ownership of LILP. The remaining common units of LILP are held by the limited partners of LILP other than the Parent (the “LILP Partners”). As the sole general partner of LILP, the Parent controls the business and affairs of LILP and its direct and indirect subsidiaries. Basis of Presentation and Accounting policies : The Company follows accounting principles generally accepted in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (the “FASB”) to ensure consistent reporting of financial condition, results of operations, and cash flows. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission in Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of full year results. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for Lincoln International, LP, for the year ended December 31, 2025 included in the Company’s final prospectus dated May 19, 2026 and filed with the Securities and Exchange Commission on May 21, 2026 (the “Prospectus”). The accompanying unaudited condensed consolidated financial statements include the accounts of the Parent and its subsidiary, LILP, and its subsidiaries, that the Parent controls due to ownership of common units of LILP and as its sole general partner. All intercompany transactions and balances have been eliminated in consolidation. Accordingly, the Company has prepared these accompanying unaudited condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The Company reports a noncontrolling interest representing the economic interest in LILP held by the LILP Partners. The earnings attributable to the noncontrolling interest presented in the unaudited condensed consolidated statements of comprehensive income (loss) represents the portion of earnings attributable to that economic interest. 8 In connection with the Organizational Transactions, we entered into a Tax Receivable Agreement with LILP, certain LILP Partners and the other eligible parties named therein. Amounts payable under the Tax Receivable Agreement, and the related deferred tax assets, are recorded based on estimates of the tax benefits we expect to realize from the basis adjustments and interest deductions, which requires significant management judgment. Because of these judgments, the actual amount and timing of payments under the Tax Receivable Agreement could differ materially from our estimates. See Note 23 of the notes to condensed consolidated financial statements for additional information. Other than the foregoing, during the six months ended June 30, 2026, no other material changes have been made to our significant accounting policies and estimates from those described in Note 1 of the audited consolidated financial statements for the year ended December 31, 2025 included in the Prospectus. Recently Issued Accounting Pronouncements (Not Yet Adopted) In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-11, Narrow-Scope Improvements . ASU 2025-11 clarifies the current interim disclosure requirements and the applicability of ASC 270, Interim Reporting by creating a comprehensive list of required interim disclosures and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Additionally, in July 2025, the FASB issued ASU No. 2025-05 Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets . The guidance is effective for annual periods beginning after December 15, 2025. The Company is evaluating the effects of adopting this new accounting guidance. In November 2024, FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU aims to build a better understanding of an entity’s expenses through more detailed tabular disclosures surrounding certain costs and expenses (including but not limited to employee compensation, amortization of intangibles, and depreciation), defining and disclosing selling expense, and qualitatively describing remaining amounts not disaggregated in relevant expense captions. In addition, certain existing expense disclosures will be required to be presented within the same note and tabular format as prescribed by ASU No. 2024-03. The new guidance will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and can be applied on a prospective or retrospective basis. The Company is evaluating the effects of adopting this new accounting guidance. In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 requires consistent categories and greater disaggregation of information in the effective income tax rate reconciliation disclosure in addition to disaggregated reporting of income taxes paid by jurisdiction. ASU 2023-09 also amends certain other current disclosure and information reporting requirements. For emerging growth companies, the guidance will be effective for annual periods beginning after December 15, 2025. The Company is evaluating the effects of adopting this new accounting guidance. Reporting Updates: Captions: During Q2 2026, the Company renamed the following financial statement line items to align the presentation with that of industry peers: • Furniture, equipment and leasehold improvements, net to Property and equipment, net • Compensation and related expenses to Compensation and benefits • Travel, meals and entertainment to Travel and related expenses 9 • Information technology and communication services to Technology and information services Reclassifications: Certain amounts have been reclassified to conform to the current-period presentation. The Company reclassified the following amounts: • $ 2.6 million from Income tax receivable to Other assets as of December 31, 2025. • $ 2.7 million from Deferred revenue to Accounts payable, accrued liabilities and other liabilities as of December 31, 2025. • $ 0.5 million from Deferred tax liability to Accounts payable, accrued liabilities and other liabilities as of December 31, 2025. • Recruiting and training to Professional services and development. Amounts reclassified include $ 1.8 million for the three months ended June 30, 2025 and $ 2.9 million for the six months ended June 30, 2025. • $ 1.1 million from Other non-cash activity to Non-cash compensation expense in the condensed consolidated statement of cash flows for the six months ended June 30, 2025. These reclassifications had no effect on net income (loss), total assets, total liabilities, or cash flows. Note 2. Business Developments and Reorganization Lincoln International, Inc., the issuer of Class A common stock in our IPO, was incorporated as a Delaware corporation on April 6, 2022. Prior to our IPO and the other Organizational Transactions, all of our business operations had been conducted through LILP and its subsidiaries, which had been owned by the LILP Partners, the General Partners of LI GP, Inc. (“LI GP General Partners”) and certain holding companies that held interest in LILP (the “Blocker Companies”). After giving effect to the IPO and the other Organizational Transactions, Lincoln International, Inc. is a holding company whose principal asset consists of 34 % interest in the common units of LILP. Special Dividend Prior to our IPO, LILP declared and paid a special cash dividend of $ 70.6 million (the “Special Dividend”) to holders of units in LILP. LILP funded the Special Dividend using a combination of cash on hand and borrowings under the Delayed Draw Term Loan Credit Facility. The record date for the Special Dividend was May 15, 2026 and preceded the consummation of the Organizational Transactions and our IPO. Capital Structure Upon effectiveness of the amended and restated certificate of incorporation, the Parent’s authorized capital consists of three classes of common stock and preferred stock, the rights of which are described below. As of June 30, 2026 , a total of 102,191,562 shares were issued and outstanding consisting of 34,846,972 shares of Class A common stock, 28,478,208 shares of Class B common stock, par value $ 0.00001 per share (“Class B common stock”) and 38,866,382 shares of Class C common stock, par value $ 0.00001 per share (“Class C common stock”). As discussed in Note 20, the Class B and Class C common stock are subject to redemption along with the corresponding 67,344,590 LILP common units not held by the Parent. Class A Common Stock Holders of Class A common stock are entitled to one vote per share. Class A common stock is the only class with economic rights in the Parent. The Parent is generally required to maintain a one -to-one ratio between the number of shares of Class A common stock outstanding and the number of LILP common units it owns. 10 Class B and Class C Common Stock Each share of Class B common stock entitles its holder to one vote per share, and each share of Class C common stock entitles its holder to ten votes per share. Shares of Class B and Class C common stock carry no economic rights and are issued to provide LILP common unit holders voting interest in the Parent. LILP common units are redeemable at the holder’s election for shares of Class A common stock on a one -for-one basis or, at the Parent’s election, for cash from an offering of Class A common stock. Upon redemption or exchange, a corresponding number of Class B or Class C shares is cancelled. Once converted at the shareholder’s option to Class A common, the shares have economic rights in the Parent. Preferred Stock The board of directors is authorized to issue preferred stock in one or more series without stockholder approval and to fix the designations, powers, preferences, and rights of each series. No shares of preferred stock were outstanding as of June 30, 2026 . IPO Proceeds The IPO proceeds used to redeem partners totaled $ 254.5 million. LILP Partners received $ 244.7 million which included $ 176.3 million issued to the LI GP General Partners and $ 68.4 million issued to the other LILP Partners . Partners of the Blocker Companies received $ 9.8 million . Note 3. Segments The Company operates through its two operating and reportable segments: Investment Banking Advisory and Valuations and Opinions. Each segment is individually managed and provides separate services which require specialized expertise for the provision of those services. The Investment Banking Advisory segment offers a range of mergers and acquisitions services including sell-side advisory, buy-side advisory, asset sales and divestitures, restructuring, primary and secondary capital raising, and merger-related engagements. The client base includes private equity, public and private company executives, boards of directors, special committees and financial sponsors. The Valuations and Opinions segment provides valuation services to investment funds and financial institutions. The client list includes businesses, investment companies, credit opportunity, private equity, venture, and hedge funds. Services include portfolio valuations, business valuations, transaction opinions, and dispute advisory. The Company’s chief operating decision maker, or CODM, consists of the Company’s four LILP Controlling Partners (as defined in LILP’s Fourth Amended and Restated Limited Partnership Agreement (the “LILP Partnership Agreement”)). They review financial information about the Company’s revenue and profitability for purposes of making operating decisions, assessing financial performance and allocating resources. The CODM receives discrete financial information for the Company’s two reportable segments. The CODM reviews both segment revenue and segment operating income as the key segment measures of performance and uses segment results to make key resource allocation decisions. The CODM does not receive and review asset information by segment. The following table presents revenue and expenses by segment. This includes compensation and benefits which is a significant segment expense and includes salaries, bonuses, benefits, and other compensation expenses for the six months ended June 30, 2026 and 2025. Corporate expenses for globally managed functions, including executive office, accounting, human capital, information technology, legal and compliance, and marketing are allocated to the Investment Banking Advisory and Valuations and Opinions segments based on an allocation methodology that management believes is systematic and rational and reflects the relative level of support provided to each segment. 11 Three Months Ended June 30, 2026 ($ in thousands) Investment Banking Advisory Valuations and Opinions Total Revenue $ 177,746 $ 47,947 $ 225,693 Compensation and benefits 111,807 33,975 145,782 Non-compensation expenses (1) 80,330 15,461 95,791 Operating income (loss) by segment $ ( 14,391 ) $ ( 1,489 ) $ ( 15,880 ) Other income, net of other expenses ( 5,549 ) Total income (loss) before income taxes $ ( 21,429 ) Three Months Ended June 30, 2025 ($ in thousands) Investment Banking Advisory Valuations and Opinions Total Revenue $ 114,152 $ 35,506 $ 149,658 Compensation and benefits 60,292 10,506 70,798 Non-compensation expenses (1) 35,292 11,425 46,717 Operating income (loss) by segment $ 18,568 $ 13,575 $ 32,143 Other income, net of other expenses 1,727 Total income (loss) before income taxes $ 33,870 Six Months Ended June 30, 2026 ($ in thousands) Investment Banking Advisory Valuations and Opinions Total Revenue $ 287,591 $ 95,902 $ 383,493 Compensation and benefits 190,313 51,566 241,879 Non-compensation expenses (1) 123,967 27,580 151,547 Operating income (loss) by segment $ ( 26,689 ) $ 16,756 $ ( 9,933 ) Other income, net of other expenses ( 9,508 ) Total income (loss) before income taxes $ ( 19,441 ) Six Months Ended June 30, 2025 ($ in thousands) Investment Banking Advisory Valuations and Opinions Total Revenue $ 207,718 $ 74,148 $ 281,866 Compensation and benefits 118,289 22,838 141,127 Non-compensation expenses (1) 65,678 20,007 85,685 Operating income (loss) by segment $ 23,751 $ 31,303 $ 55,054 Other income, net of other expenses 3,609 Total income (loss) before income taxes $ 58,663 __________________ (1) Non-compensation expenses include travel and related expenses, rent and occupancy, technology and information services, professional services and development, and other operating expenses. The following table presents depreciation and amortization expense by segment for the three and six months ended June 30, 2026 and 2025. ($ in thousands) Three Months Ended June 30, Six Months Ended June 30, Depreciation and Amortization 2026 2025 2026 2025 Investment Banking Advisory $ 18,579 $ 10,506 $ 37,157 $ 20,289 Valuations and Opinions 674 646 1,332 1,267 Total Depreciation and Amortization $ 19,253 $ 11,152 $ 38,489 $ 21,556 12 Note 4. Geographic Information Due to the highly integrated nature of international financial markets, the Company generally manages its business based on the operating results of the enterprise taken as a whole, not by geographic region. The Company’s revenue and identifiable assets are generally reported based on the country or domicile of the legal entity providing the service. The following table disaggregates the revenues and assets based on the location of the office that generates the revenues or holds the assets, and therefore may not be reflective of the geography in which our clients are located. Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Revenues Americas $ 171,917 $ 117,590 $ 309,246 $ 226,743 Europe 52,411 28,179 71,467 48,579 Asia 1,365 3,889 2,780 6,544 Total revenues $ 225,693 $ 149,658 $ 383,493 $ 281,866 ($ in thousands) June 30, 2026 December 31, 2025 Assets by geography Americas $ 788,723 $ 838,719 Europe 193,750 265,662 Asia 15,305 13,757 Total assets $ 997,778 $ 1,118,138 Note 5. Fair Value Measurements ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below. Level 1 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 : Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Company held a money market account with a fair value equal to its carrying value of $ 4.3 million and $ 4.2 million as of June 30, 2026 and December 31, 2025, respectively. The money market account is categorized as a Level 1 asset in the fair value hierarchy and is included in cash and cash equivalents in the condensed consolidated balance sheets. The Company held no Level 2 assets or liabilities as of June 30, 2026 and December 31, 2025, except for the Company’s outstanding credit facility disclosed in Note 13. 13 In October 2024, the Company recorded an earnout liability in connection with the acquisition of TCG Corporate Finance GmbH. At June 30, 2026 and December 31, 2025, the liability held a fair value of $ 9.8 million and $ 13.3 million, respectively. The liability is categorized as a Level 3 liability as it is based on projected future revenues, which is an unobservable input that is significant to the fair value measurement. In October 2025, the Company recorded earnout liabilities in connection with the acquisition of MarshBerry Holding Company, LLC (the “MarshBerry Acquisition”) (see Note 15: Business Combinations). At June 30, 2026 and December 31, 2025, the liabilities held a fair value of $ 19.7 million and $ 19.8 million, respectively, and are categorized as Level 3 liabilities as they are based on projected future revenues, which are unobservable inputs that are significant to the fair value measurements. The Company assesses the levels of assets and liabilities measured at fair value at each measurement date. Transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer. The Company recorded no transfers among Levels 1, 2 and 3 during the six months ended June 30, 2026 or June 30, 2025. Note 6. Property and equipment, net At June 30, 2026 and December 31, 2025, property and equipment, net consisted of the following: June 30, 2026 December 31, 2025 ($ in thousands) Furniture and equipment $ 24,184 $ 23,826 Leasehold improvements 65,669 65,524 Software 4,586 4,595 Construction in progress 1,164 298 Total 95,603 94,243 Accumulated depreciation and amortization ( 41,128 ) ( 36,646 ) Total property and equipment, net $ 54,475 $ 57,597 Depreciation and amortization expense for property and equipment, net totaled $ 2.5 million and $ 2.4 million for the three months ended June 30, 2026 and 2025, respectively. Depreciation and amortization expense for property and equipment, net totaled $ 4.5 million and $ 4.7 million for the six months and year ended June 30, 2026 and 2025, respectively. The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of June 30, 2026 and December 31, 2025, our impairment reviews indicated no long-lived assets were at risk of impairment. Note 7. Goodwill Goodwill attributable to the Company’s Investment Banking Advisory segments for the six months ended June 30, 2026 and year ended December 31, 2025 was as follows: ($ in thousands) Balance as of January 1, 2026 $ 274,470 Measurement Period Adjustment 4,527 Foreign Currency Translation and Remeasurement ( 1,031 ) Balance as of June 30, 2026 $ 277,966 Balance as of January 1, 2025 $ 59,887 Acquisition 209,622 Foreign Currency Translation and Remeasurement 4,961 Balance as of December 31, 2025 $ 274,470 14 The increase in goodwill for the year ended December 31, 2025 was primarily due to the MarshBerry Acquisition. (see Note 15: Business Combinations) and to purchase accounting adjustments recorded since December 31, 2025. No goodwill was attributable to the Valuations and Opinions business segment as of June 30, 2026 or December 31, 2025. Note 8. Leases The Company is a lessee in several operating leases for office space and minor office equipment with non-cancellable terms in excess of one year. The Company determines if a contract contains a lease at the contract’s inception and when the terms of an existing contract change. These leases can contain renewal options or early termination periods ranging from one to five years . Because it is not reasonably certain whether the Company will exercise the renewal or termination options, the renewal or termination periods are disregarded when determining the lease term and the costs associated with the renewal or termination options are excluded from lease payments. At the commencement date of the lease, the Company recognizes a lease liability and a right-of-use asset. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. The Company uses its incremental borrowing rate as the discount rate because the implicit rates of its leases are not readily determinable. The incremental borrowing rate is the rate of interest the Company would pay to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The right-of-use asset is subsequently measured throughout the lease term at the present value of the remaining lease payments, plus any prepaid lease payments, less the unamortized balance of lease incentives received. Lease expense is recognized on a straight-line basis over the lease term. The weighted average lease remaining lease term and discount rate are as follows: June 30, 2026 2025 Weighted average remaining lease term (years) 7.2 8.2 Weighted average discount rate (%) 3.7 % 3.3 % The right-of-use assets arising from entering new operating leases, reductions to assets and liabilities due to termination, cash paid for operating leases, and rental expense (excluding operating expenses and real estate taxes) are as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2026 2025 2026 2025 Right-of-use assets from entering new leases and remeasurements $ 2,016 $ 1,762 $ 6,552 $ 3,570 Reductions of right-of-use asset due to termination $ — $ — $ 5,016 $ — Reductions of lease liability due to termination $ — $ — $ 5,506 $ — Cash paid for operating leases $ 5,719 $ 5,940 $ 11,474 $ 11,077 Rental expense $ 5,575 $ 5,009 $ 10,682 $ 9,627 15 Future minimum annual rentals required under the lease agreements, excluding additional payments for certain operating, tax, and maintenance costs as of June 30, 2026 are as follows: ($ in thousands) Total Remainder of 2026 $ 12,164 2027 24,124 2028 22,925 2029 22,579 2030 20,693 Thereafter 58,960 Total $ 161,445 Less: Present value adjustment 21,547 Total lease liability $ 139,898 Note 9. Allowance for Credit Losses The following table represents the change in allowance for credit losses for the six months ended June 30, 2026 and 2025. Six Months Ended June 30, ($ in thousands) 2026 2025 Beginning balance $ 9,766 $ 4,835 Provision (benefit) for credit losses ( 3,644 ) 219 Write off of uncollectible accounts ( 1,159 ) ( 171 ) Ending balance $ 4,963 $ 4,883 The provision (benefit) for credit losses is recorded in other operating expenses, net in the condensed consolidated statements of comprehensive income (loss) and other non-cash activity in the condensed consolidated statements of cash flows. Note 10. Commitments and Contingencies In the normal course of business, the Company is subject to various claims, litigation, regulatory and arbitration matters. Because these claims and matters are at different stages, management is unable to predict their outcomes. The Company also enters into contracts that contain a variety of representations and warranties that provide indemnifications under certain circumstances. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company does not believe that the outcome of such matters will have a material effect on the Company's financial position, results of operations, or cash flows. Note 11. Employee Compensation and Benefit Plan Compensation payable includes accrued performance bonuses payable. Performance bonus payable to employees may be subject to forfeiture if, among other things, the employee’s employment terminates prior to the payment date. This compensation is expensed over the period that future service is provided. The annual performance bonus, subject to certain conditions, is fully paid within two years after the grant date of the award. The Company may also award cash bonuses to new employees as an incentive to join the Company. These bonuses may be paid over time, up to a maximum of two years following the end of the applicable performance year. Future payments related to these awards are generally subject to the same forfeiture provisions as the annual performance bonuses. Amounts related to estimated annual performance bonuses are allocated to interim periods in proportion to the revenue earned in such periods. Compensation payable, excluding accrued profit sharing payable, at June 30, 2026 and December 31, 2025 was $ 121.9 million and $ 134.6 million, respectively. 16 The Company maintains a qualified profit sharing and 401(k) plan for the benefit of U.S. employees (excluding interns) who have enrolled in the Company's 401(k) plan. Effective January 1, 2017, the Company makes a 3 % safe harbor non-elective contribution with immediate vesting for Non-Highly Compensated Employees (as defined by the IRS). The Company also makes a discretionary profit-sharing contribution to Highly Compensated Employees, subject to vesting over a six-year period. The Company accrued expenses relating to employer contributions of $ 1.2 million and $ 2.1 million for the three and six months ended June 30, 2026. The Company accrued expenses relating to employer contributions of $ 1.0 million and $ 1.9 million for the three and six months ended June 30, 2025. No employer contributions were paid during the six months ended June 30, 2026 and 2025. The following table reconciles compensation payable and accrued profit sharing to compensation payable on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively. ($ in thousands) June 30, 2026 December 31, 2025 Compensation payable $ 121,874 $ 134,648 Accrued profit sharing payable 5,893 3,756 Total compensation payable $ 127,767 $ 138,404 Note 12. Related-Party Transactions The Company has amounts due from certain LILP Partners related to tax payments advanced on their behalf. Such amounts are $ 6.8 million and $ 15.3 million at June 30, 2026 and December 31, 2025, respectively, and are recorded in related party receivables in the condensed consolidated balance sheets. Related-party receivables do not bear interest and have no established repayment date. Included within related party receivables was $ 13.3 million as of December 31, 2025, due from LI GP, Inc. and affiliated entities that held equity interests in the Parent on behalf of certain partners for estimated tax payments. Prior to the IPO, LI GP and the affiliated entities merged into LI Inc.; accordingly, related party receivable related to these entities no longer exists. Note 13. Credit Facilities On October 31, 2025, in connection with the MarshBerry Acquisition, the Company entered into a credit agreement (as amended, the “Credit Agreement”), which was amended pursuant to Amendment No. 1 to the Credit Agreement, dated as of April 13, 2026, among Monarch FinCo, LLC, the borrower, and the required lenders named therein, in order to permit the Special Dividend payment in connection with the consummation of the IPO. The Credit Agreement provides for (i) a Term Loan Credit Facility with an aggregate principal amount of $ 250.0 million (the “Term Loan Credit Facility”), (ii) a Delayed Draw Term Loan Credit Facility with aggregate commitments of $ 75.0 million (the “Delayed Draw Term Loan Credit Facility”), and (iii) a Revolving Credit Facility with aggregate commitments of $ 5.0 million (the “Revolving Credit Facility” and together with the Term Loan Credit Facility and the Delayed Draw Term Loan Credit Facility, the “Credit Facilities”). On October 31, 2025, the Company drew the full $ 250.0 million available under the Term Loan Credit Facility and $ 25.0 million under the Delayed Draw Term Loan Credit Facility. On May 12, 2026, the Company drew an additional $ 25.0 million under the Delayed Draw Term Loan Credit Facility. On May 22, 2026, the Company repaid $ 195.8 million of the $ 250.0 million loan under the Term Loan Credit Facility. Borrowings under the Credit Facilities bear interest, at the Company’s election, at either (i) a term SOFR, subject to a 0.50 % floor, plus an applicable margin of 4.25 %, with interest payable based on the selected interest period if such period is less than three months or quarterly if the selected interest period is three months or longer, or (ii) a base rate, subject to a 1.50 % floor, plus an applicable margin of 3.25 %, with interest payable quarterly. At June 30, 2026, interest under the Credit Facilities was 7.9 %. 17 As of June 30, 2026, the outstanding credit facility is comprised of the following: Outstanding as of June 30, 2026 ($ in thousands) Initial Principal Maturity Date Principal Unamortized Debt Costs Carrying Value Term Loan Credit Facility $ 250,000 10/31/2032 (1) $ 53,610 $ ( 817 ) $ 52,793 Delayed Draw Term Loan Credit Facility $ 50,000 10/31/2032 (1) 49,749 ( 613 ) 49,136 Total $ 103,359 $ ( 1,430 ) $ 101,929 _______________ (1) The Term Loan Credit Facility and Delayed Draw Term Loan Credit Facility require scheduled quarterly principal payments equal to 0.25 % of the principal amount of such loans, with the remaining outstanding principal balance due on October 31, 2032. The Credit Agreement contains customary affirmative and negative covenants that, among other things, restrict additional indebtedness, liens, asset sales, investments, dividends and certain affiliate transactions, subject to customary exceptions. The Credit Agreement also contains customary events of default. The Company was in compliance with all covenants under the Credit Agreement as of June 30, 2026. Subject to certain exceptions, the Credit Agreement is secured by substantially all of the assets of Lincoln International CentCo, LLC and its domestic subsidiaries. Principal payments relating to the Credit Facilities outstanding at June 30, 2026 for each of the five years in the period ending December 31, 2030 and thereafter are set forth in the table below. ($ in thousands) Total Remainder of 2026 $ 250 2027 500 2028 500 2029 500 2030 500 Thereafter $ 101,110 In connection with our IPO, we caused LILP to use a portion of the net proceeds to redeem common units held by certain LILP Partners and to repay $ 195.8 million of borrowings outstanding under the Term Loan Credit Facility. Other than an increase in the amount applied to redeem common units held by certain LILP Partners from $ 187.5 million to $ 254.5 million, which resulted from the exercise in full of the underwriters’ option to purchase additional shares of Class A common stock, no material change has occurred regarding the use of proceeds from our IPO as described in the section entitled “ — Use of Proceeds” included in the Prospectus. As of June 30, 2026, the fair value of the Company’s Credit Facilities, based on Level 2 inputs, was $ 103.4 million. The Company pays a commitment fee on the unused portion of the Revolving Credit Facility at a rate of 0.50 % per annum until the Company’s First Lien Net Leverage Ratio is first calculated. Thereafter, the commitment fee will be 0.50 % or 0.25 % per annum based on the Company’s First Lien Net Leverage Ratio, payable quarterly in arrears. In addition, the Company pays an unused commitment fee on unfunded Delayed Draw Term Loan Credit Facility commitments at a rate of 0.50 % per annum through the first anniversary of the Closing Date and 1.00 % per annum thereafter through the end of the commitment period, payable quarterly in arrears. As of June 30, 2026, the Company had $ 5.0 million of unused Revolving Credit Facility commitments and $ 25.0 million of unfunded Delayed Draw Term Loan Credit Facility commitments. The Company also maintains a line of credit agreement (“Line of Credit Agreement”) with Morgan Stanley Private Bank, National Association (“Morgan Stanley”) with a borrowing capacity of $ 50.0 million. Borrowings are subject to collateral requirements and are due on demand at the discretion of the lender. The Company pledged $ 4.3 million and $ 4.2 million in cash and cash equivalents as collateral as of June 30, 2026 and December 31, 2025, respectively. Any amount outstanding under the credit agreement bears interest at a variable rate of interest equal to the SOFR in effect from time to time plus the Margin as defined in the Line of Credit Agreement. No borrowings were outstanding as of June 30, 2026 and December 31, 2025. 18 The Company has security deposit requirements on office leases in the amount of $ 4.7 million, for which it maintains letters of credit with various banks. Morgan Stanley has placed restrictions on the Company’s cash resources in the amount of $ 2.5 million, the amount of security deposits on certain U.S. leases as of June 30, 2026. Note 14. Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for each major category of intangible assets as of June 30, 2026 and December 31, 2025: June 30, 2026 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired backlog $ 91,244 $ ( 71,872 ) $ 19,372 Customer relationships 43,000 ( 2,867 ) 40,133 Trade names 15,800 ( 1,960 ) 13,840 Developed technology 10,500 ( 1,400 ) 9,100 Total $ 160,544 $ ( 78,099 ) $ 82,445 December 31, 2025 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired backlog $ 91,177 $ ( 43,017 ) $ 48,160 Customer relationships 43,000 ( 717 ) 42,283 Trade names 15,800 ( 490 ) 15,310 Developed technology 10,500 ( 350 ) 10,150 Total $ 160,477 $ ( 44,574 ) $ 115,903 Amortization expense related to intangible assets for the six months ended June 30, 2026 and 2025, was $ 33.5 million and $ 16.9 million, respectively. Expected future amortization expense as of June 30, 2026 is as follows: ($ in thousands) Total 2026 $ 24,261 2027 9,560 2028 9,560 2029 9,560 2030 8,720 Thereafter 20,784 Total $ 82,445 Note 15. Business Combinations On October 31, 2025, the Company acquired MarshBerry Holding Company, LLC. The purchase price allocation remains preliminary as of June 30, 2026 and may change during the measurement period (not to exceed one year from the acquisition date) as the Company finalizes, among other items, valuations of identified intangible assets, and related deferred tax amounts. The Company recorded measurement-period adjustments to goodwill of $ 4.5 million during the three months ended June 30, 2026 related to updates to the purchase price allocation. 19 The following table summarizes the preliminary allocation of consideration transferred to the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands) and measurement period adjustments recorded during the six months ended June 30, 2026: October 31, 2025 Measurement period adjustment October 31, 2025 Identifiable assets acquired: Cash and cash equivalents $ 3,531 $ 3,531 Receivables 50,276 50,276 Prepaid expenses and other assets 2,793 ( 584 ) 2,209 Property and equipment, net 3,939 ( 307 ) 3,632 Other intangible assets 127,092 127,092 Right-of-use lease asset 6,953 6,953 Total fair value of identifiable assets acquired 194,584 ( 891 ) 193,693 Liabilities assumed: Accounts payable and accrued expenses ( 120,117 ) ( 16 ) ( 120,133 ) Compensation payable ( 8,809 ) ( 8,809 ) Deferred revenue ( 1,453 ) ( 1,453 ) Deferred tax liability ( 1,489 ) ( 1,489 ) Lease liability and other liabilities ( 6,952 ) ( 6,952 ) Total fair value of liabilities assumed: ( 138,820 ) ( 16 ) ( 138,836 ) Total fair value of identifiable net assets acquired: 55,764 ( 907 ) 54,857 Goodwill 209,622 4,527 214,149 Noncontrolling interests ( 7,420 ) ( 7,420 ) Total consideration transferred: $ 257,966 $ 3,620 $ 261,586 The business combination included a contingent consideration arrangement structured as an earnout based on the achievement of future financial performance. The applicable contingent consideration liability is initially recorded at fair value on the acquisition date and is included in accounts payable, accrued expenses and other liabilities on the condensed consolidated balance sheets. The fair value of the contingent consideration liability is remeasured at each reporting period, with changes in fair value recognized in other operating expenses in the condensed consolidated statements of comprehensive income (loss). The Company recognized no material change in the fair value of contingent consideration during the six months ended June 30, 2026. Note 16. Concentration of Credit Risk The Company maintains deposits at financial institutions that at times may exceed federally insured limits. The Company has not experienced any losses in these accounts and management believes the Company is not exposed to any significant credit risk. Note 17. Net Capital Requirement The Company’s wholly-owned subsidiaries, Lincoln International LLC and MarshBerry Capital, LLC, are U.S. registered broker-dealers and are subject to the net capital requirements of SEC Uniform Net Capital Rule (SEC Rule 15c3-1), under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires, among other things, the maintenance of minimum net capital. Under the basic method permitted by this rule, the minimum required net capital, as defined, is a specified fixed percentage (6 2/3%) of total aggregate indebtedness recorded in the Financial and Operational Combined Uniform Single (“FOCUS”) report filed with the Financial Industry Regulatory Authority (“FINRA”), or $5,000 whichever is greater. In addition, the ratio of aggregate indebtedness to net capital may not exceed 15:1. 20 At June 30, 2026, Lincoln International LL C’s regulatory net capital was $ 20.1 million, which exceeded the minimum requirement of $ 8.9 million by $ 11.2 million. The aggregate indebtedness to net capital ratio was 6.67 :1 as of June 30, 2026. At June 30, 2026, MarshBerry Capital, LLC’s regulatory net capital was $ 1.1 million, which exceeded the minimum requirement of $ 5,000 by $ 1.1 million. The aggregate indebtedness to net capital ratio was 0.52 :1 as of June 30, 2026. Note 18. Redeemable Noncontrolling Interest and Stockholders’ Equity Redeemable Noncontrolling Interest Redeemable noncontrolling interest (“NCI”) represent the minority ownership in MarshBerry Connect Platform LLC and is subject to a redemption feature that allows the noncontrolling interest holders to sell shares back to the Company at fair value on an annual basis. The redeemable NCI is presented outside of shareholders' equity in the condensed consolidated balance sheets as temporary equity under the caption, Redeemable noncontrolling interest, and is measured at either the carrying value or redemption value. If the redemption value is greater than the carrying value, an adjustment is recorded in accumulated deficit to adjust the redeemable NCI to its redemption value. The value of redeemable noncontrolling interest was $ 7.3 million and $ 7.4 million as of June 30, 2026 and December 31, 2025, respectively. Capital Structure In connection with the Organizational Transactions and the IPO, the Parent adopted the amended and restated certificate of incorporation. Upon completion of the IPO and Organizational Transactions, the Parent’s authorized capital consists of three classes of common stock and preferred stock, the rights of which are described below. As of June 30, 2026 , a total of 102,191,562 shares of common stock were issued and outstanding consisting of 34,846,972 shares of Class A common stock, 28,478,208 shares of Class B common stock, and 38,866,382 shares of Class C common stock. As of June 30, 2026, no shares of preferred stock were outstanding. Class A Common Stock Holders of Class A common stock are entitled to one vote per share. Class A common stock is the only class with economic rights in the Parent. The Parent is generally required to maintain a one -to-one ratio between the number of shares of Class A common stock outstanding and the number of LILP common units it owns. Class B and Class C Common Stock Each share of Class B common stock entitles its holder to one vote per share, and each share of Class C common stock entitles its holder to ten votes per share. Shares of Class B and Class C common stock carry no economic rights and are issued to provide LILP common unit holders voting interest in the Parent. LILP common units are redeemable at the holder’s election for shares of Class A common stock on a one -for-one basis or, at the Parent’s election, for cash from an offering of Class A common stock. Upon redemption or exchange, a corresponding number of Class B or Class C shares is cancelled. Preferred Stock The board of directors is authorized to issue preferred stock in one or more series without stockholder approval and to fix the designations, powers, preferences, and rights of each se ries. No shares of preferred stock were outstanding as of June 30, 2026. Dividends No dividends were declared or paid on Class A common stock during the three and six months ended June 30, 2026. Subsequent to June 30, 2026, the board of directors declared a cash dividend of $ 0.07 per share of Class A common stock, or $ 2.4 million in the aggregate, payable on September 15, 2026 to holders of record as of September 1, 2026. 21 Holders of Class B and Class C common stock are not entitled to dividends. Because the Parent is a holding company whose principal asset is its interest in LILP, its ability to pay dividends depends on distributions from LILP, which are subject to the restrictions in the Credit Agreement and applicable law. During the period, LILP made distributions to its partners. These distributions include ordinary distributions and tax distributions made to the partners pursuant to the amended and restated limited liability company agreement of LILP, and the portion of these distributions made to the continuing partners was recorded as a reduction of noncontrolling interest. Special Dividend Prior to consummation of our public offering, LILP declared and paid a special cash dividend of $ 70.6 million in the aggregate (the “Special Dividend”) to the direct and indirect holders of units of LILP. LILP funded the Special Dividend using a combination of cash on hand and borrowings under the Delayed Draw Term Loan Credit Facility. The record and payment date for the Special Dividend preceded the Organizational Transactions and the IPO. Note 19. Equity Compensation Equity compensation is issued pursuant to the terms of the Lincoln International, Inc. 2026 Incentive Award Plan, which provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards. to a maximum of 25,503,853 shares of our Class A common stock. Awards under the plan are eligible to accrue dividend equivalents based on dividends declared. Both the awards and any related dividend equivalents are subject to forfeiture in the event the requisite service period for each award is not satisfied. Stock Options Prior to consummation of our public offering, LILP issued various options to certain employees and partners for purposes of recruiting and / or retention. Options in LILP outstanding at the time of our IPO were not modified other than to adjust the strike price and number of options outstanding based on the applicable conversion ratio. These options have various grant dates and vesting periods. All options vest over a service period and are recognized as compensation expense over the requisite service period. Options are valued using the Black-Scholes-Merton option pricing model. Six months ended June 30, 2026 Options Weighted Average Exercise Price Intrinsic Value (in USD thousands) Weighted Average Remaining Term (years) Unvested at beginning of period 1,644,500 $ 7.17 $ 27,003 1.12 Granted 3,368,300 9.09 48,840 2.78 Vested ( 579,150 ) 7.28 ( 9,446 ) 0.51 Forfeited ( 200,200 ) 6.89 ( 3,343 ) * Unvested at end of period 4,233,450 $ 8.69 $ 63,078 2.67 Total compensation expense recognized during the period related to stock options was not material. The total remaining unrecognized compensation expense for stock options was $ 7.6 million, which will be recognized over a remaining weighted average period of 2.67 years. IPO Equity Awards On May 21, 2026, the Company granted 3,863,267 restricted stock units at the IPO price of $ 20.00 per share under the 2026 Plan to certain employees and one non-employee director (the “IPO Equity Awards”). The IPO Equity Awards are settled in shares of Class A common stock and vest solely upon continued service over periods of up to four years from the closing of the IPO. The IPO Equity Awards had an aggregate grant-date fair value of $ 77.3 million, which will be recognized as compensation expense on a straight-line basis over the requisite service period of each award. 22 Restricted Stock Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 3,863,267 20.00 Vested — — Forfeited — — Unvested at end of period 3,863,267 $ 20.00 The Company recognized compensation expense related to the IPO Equity Awards of $ 2.0 million and $ 2.0 million for the three and six months ended June 30, 2026, respectively. The expense i s recorded in compensation and benefits on the condensed consolidated statements of comprehensive income (loss). T he unrecognized compensation expense for restricted stock was $47.7 million, which will be recognized over a weighted-average period of 3.3 years. The Company recognizes the expense based on a cumulative forfeiture rate over the requisite service period based on expected turnover and will periodically reassess this rate. Liquidity Event Shares Liquidity Event Shares (“Liquidity Event Shares”) are shares of Class A common stock to be issued within 90 days of the closing of our IPO in satisfaction of obligations of LILP under the prior Third Amended and Restated Limited Partnership Agreement of Lincoln International, LP and the applicable redemption agreement that became 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 or (ii) following certain termination events. Upon closing of the IPO, the Company became obligated to issue 1,433,927 Liquidity Event Shares at an IPO price of $ 20.00 per share. The Liquidity Event Shares are issuable within 90 days of the closing of the IPO and are not subject to any service condition. The equity was valued at $ 28.7 million and was recorded as an expense in other operating expenses, net on the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2026 . The Liquidity Event Shares expense is considered a pre-IPO expense and as such is allocated to the noncontrolling interest. Note 20. Noncontrolling Interest Subsequent to the Organizational Transactions (see Note 1), the Parent is the sole general partner of LILP and consolidates LILP, resulting in a noncontrolling interest related to the common units of LILP not held by the Parent. As of June 30, 2026, the Parent owned 34.1 % of the economic interests in LILP, and the LILP Partners owned the remaining 65.9 %. Weighted-average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Parent and to the noncontrolling interest holders. The LILP Partners’ weighted-average ownership percentage was 65.9 % for the period from May 21, 2026 through June 30, 2026. During the three and six months ended June 30, 2026, distributions of $ 1.2 million were made to holders of LILP common units. The change in noncontrolling interest for the period, including the effect of the redemption of LILP common units described above, is presented in the condensed consolidated statements of changes in equity. After any applicable lock-up period, the LILP Partners may, from time to time, require LILP to redeem their LILP common units for, at the Parent’s election, newly issued shares of Class A common stock on a one -for-one basis or a cash payment funded from a qualifying offering, together with the cancellation of a corresponding number of shares of Class B or Class C common stock. Each redemption or exchange of LILP common units is accounted for as an equity transaction. The carrying amount of the noncontrolling interest is adjusted to reflect the change in the Parent's ownership interest in LILP, with the difference between the cash paid or the value of the Class A common stock issued and the carrying amount of the noncontrolling interest redeemed or exchanged recorded in additional paid-in capital, and no gain or loss is recognized. Prior to the Organizational Transactions, noncontrolling interest was related to a minority owner in a subsidiary of LILP. The minority interest was purchased by LILP in 2025 and the related noncontrolling interest was zero at December 31, 2025. The net income (loss) attributable to noncontrolling interests of $( 0.3 ) million and 23 $( 0.9 ) million for the three and six months ended June 30, 2025, respectively, represents the net loss attributable to the minority owner prior to the purchase. Note 21. Net Income (Loss) Per Share Attributable to Class A Common Stock The calculations of basic and diluted net income (loss) per share attributable to holders of shares of Class A common stock for the period from May 20, 2026 to June 30, 2026 are presented below (in thousands, except number of shares and per share amounts): Numerator: ($ in thousands) Period from May 20, 2026 to June 30, 2026 Net income (loss) attributable to Lincoln International, Inc. $ 455 Net income impact due to: IPO Equity Awards (a) — Options (b) — Exchange of LILP common units to Class A common stock (c) — Net income (loss) attributable to Lincoln International, Inc. - Diluted $ 455 Denominator: Weighted average Class A shares issued and outstanding 34,846,972 IPO Liquidity shares (d) 1,433,927 Weighted average shares of Class A common stock - Basic 36,280,899 Dilutive effects of: IPO Equity Awards (RSUs) (a) 620,312 Options (b) 3,115,966 Exchangeable LILP common units (c) — Weighted average shares of Class A common stock - Diluted 40,017,177 Earnings per share of Class A common stock - Basic $ 0.01 Earnings per share of Class A common stock - Diluted $ 0.01 (a) In connection with the IPO, the Company granted RSUs that vest over three to four years subject to continued employment. As awards with a service condition, they are excluded from basic EPS and included in diluted EPS under the treasury stock method, to the extent dilutive. (b) The options are excluded from basic EPS and included in diluted EPS by applying the treasury stock method to determine incremental shares of Class A common stock under the if-converted method, to the extent dilutive. (c) Holders of common units in LILP may exchange their units for shares of Class A common stock on a one -for-one basis. Because the common units are not mandatorily redeemable, they are excluded from basic EPS. For diluted EPS, the common units are evaluated under the if-converted method; the assumed exchange would eliminate the related noncontrolling interest and adjust the numerator for the resulting change in net income attributable to Lincoln International, Inc., net of the incremental corporate income tax. The exchange of LILP common units were not included in the calculation in this period as they are anti-dilutive. (d) In connection with the IPO, the Company became obligated to issue shares of Class A common stock, the number and value of which became fixed upon effectiveness of the IPO. The awards are subject to forfeiture through issuance if the recipient is employed by a competitor. As these shares are only subject to a time-based service period, treated as contingently issuable and are included in both basic and diluted EPS. Note 22. Income Taxes As outlined in the Prospectus, prior to the completion of the IPO, the Company executed the Organizational Transactions, resulting in Parent becoming the sole general partner of LILP, with Parent’s largest asset being a controlling equity interest in LILP. Following the IPO, Parent is required to pay U.S. federal and state income taxes as a corporation on its share of LILP’s taxable income. For the three and six months ended June 30, 2026, the Company’s effective tax rates were negative 7.1 % and negative 8.2 %, respectively. These tax rates reflect an estimated annual tax benefit of 17.3 % and the impact of recognizing no tax benefit related to a $ 28.7 million non-recurring charge to pre-tax earnings related to Liquidity Event Shares to be issued following the IPO. The estimated annual tax rate of 17.3 % reflects a portion of the 24 Company’s U.S. pre-tax earnings not being subject to federal or state and local income taxes at the Company level as those earnings will be attributable to the Company’s noncontrolling interests. For the three and six months ended June 30, 2025, the Company’s effective tax rates were 1.0 % and 2.0 %, respectively. These tax rates reflect an estimated annual tax rate of 2.0 %, which was primarily driven by the Company’s U.S. pre-tax earnings not being subject to U.S. federal income tax due to the privately held partnership structure. In conjunction with the Organizational Transactions and IPO, LILP common units were exchanged. As a result, Parent, as reflected in the Condensed Consolidated Balance Sheet as of June 30, 2026, recorded deferred tax assets, net of valuation allowances, related to (i) Parent’s investment in LILP and (ii) future tax benefits from payments made to the Tax Receivable Agreement (the “TRA” or “Tax Receivable Agreement”), as defined in the Prospectus. Note 23. Tax Receivable Agreement In connection with the Organizational Transactions and as described in the Prospectus, the Parent entered into the TRA with LILP, certain LILP Partners, and other eligible parties named therein (collectively “the TRA Parties”), which generally provides for payments to be made by Parent to the TRA Parties equaling 85 % of the tax benefits, if any, the Parent realizes (or in certain circumstances is deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by LILP or its subsidiaries from, among other things, any redemptions or exchanges of LILP common units, (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by LILP and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to Parent making payments under the TRA. See the section entitled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” included in the Prospectus for more information. In conjunction with the Organizational Transactions and IPO, LILP common units were exchanged. As a result, the Parent recorded a liability of $ 84.8 million for payments Parent anticipates making pursuant to the TRA. As of June 30, 2026, no payments related to this liability are anticipated within the next 12 months. Note 24. Subsequent Events The Company has evaluated subsequent events through the date of this report and has not identified any events that would require recognition or disclosure in the condensed consolidated financial statements. 25