Form 8-K

8-K — Lincoln International, Inc.

Accession: 0001628280-26-053815

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001925283

SIC: 6282 (INVESTMENT ADVICE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lcln-20260806.htm (Primary)

EX-99.1 (earningsreleaseq22026_draft.htm)

GRAPHIC (lincolninternational-logoxa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: lcln-20260806.htm · Sequence: 1

lcln-20260806

false000192528300019252832026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

Lincoln International, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-43306 38-4224068

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

110 North Wacker Drive, 51st Floor

Chicago, Illinois 60606

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (312) 580-8339

Former Name or Former Address, if Changed Since Last Report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.00001 par value per share LCLN New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Lincoln International, Inc. (the “Company”) issued a press release (the “Earnings Release”) announcing its financial results for the second quarter ended June 30, 2026. A copy of the Earnings Release is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information contained in this Item 2.02 of this current report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Earnings Release, dated August 6, 2026 (furnished pursuant to Item 2.02).

104 Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LINCOLN INTERNATIONAL, INC.

Date: August 6, 2026 By: /s/ Theodore Heidloff

Theodore Heidloff

Chief Financial Officer

EX-99.1

Filename: earningsreleaseq22026_draft.htm · Sequence: 2

Document

Lincoln International Reports Second Quarter 2026 Financial Results

•Record second quarter and first half revenues of $225.7 million and $383.5 million, up 51% and 36%, respectively, compared to the prior-year periods

•Robust performance in Investment Banking Advisory reflects improving market conditions and strong company fundamentals

•Increased activity in Valuations and Opinions reflects growing demand for private market valuations and transaction opinions

•Declared dividend of $0.07 per share for third quarter 2026

CHICAGO, August 6, 2026 -- Lincoln International, Inc. (NYSE: LCLN) today reported financial results for the second quarter ended June 30, 2026. For the second quarter, GAAP net income was $0.5 million, or $0.01 diluted earnings per share, and adjusted net income was $28.7 million, or adjusted diluted earnings per share of $0.26.

“Today marks an important milestone as we report our first quarterly results as a public company,” said Rob Brown, Chief Executive Officer of Lincoln International. “Our strong performance despite macroeconomic uncertainty reflects the depth of our differentiated private capital markets expertise, our intentionally diversified business model, and our distinctively collaborative culture. As we enter the second half of 2026 following record quarterly revenues, we are encouraged by increasing business activity across the firm and healthy company fundamentals. We remain focused on strengthening our position as a leading global investment banking advisory firm serving the private capital markets through disciplined execution of our growth strategies.”

Selected Financial Data

In thousands, except share amounts

Three Months Ended June 30,

Six Months Ended June 30,

U.S. GAAP

Adjusted(1)

U.S. GAAP

Adjusted(1)

2026

2025(2)

2026

2025(2)

2026

2025(2)

2026

2025(2)

Revenues by segment

Investment Banking Advisory $ 177,746 $ 114,152 $ 177,746 $ 114,152 $ 287,591 $ 207,718 $ 287,591 $ 207,718

Valuations and Opinions 47,947 35,506 47,947 35,506 95,902 74,148 95,902 74,148

Total revenues $ 225,693 $ 149,658 $ 225,693 $ 149,658 $ 383,493 $ 281,866 $ 383,493 $ 281,866

Operating income (15,880) 32,143 45,793 26,430 (9,933) 55,054 72,699 43,054

Net income(3)

$ 455 $ 33,837 $ 28,664 $ 20,836 $ 455 $ 58,427 $ 45,645 $ 34,531

Diluted earnings per share

$ 0.01 — $ 0.26 — $ 0.01 — $ 0.41 —

(1)

See “Non-GAAP Financial Measures” for definitions and explanations of adjusted (non-GAAP) measures and reconciliations to the most directly comparable GAAP measures in the tables and the notes at the end of this release.

(2)

Prior to the Initial Public Offering (IPO), there were no authorized or outstanding Class A common shares.

(3)

Attributable to Lincoln International, Inc.

Revenues

Total revenues were $225.7 million for the second quarter, compared to $149.7 million in the prior-year period, representing an increase of 51%, primarily attributable to increasing M&A activity, demand for private market valuations, and the impact of our acquisition of MarshBerry in October of 2025.

Investment Banking Advisory revenues were $177.7 million for the second quarter, a 56% increase from the prior-year period primarily due to a higher number of transactions completed, higher average fees and our acquisition of MarshBerry.

Valuations and Opinions revenues were $47.9 million for the second quarter, a 35% increase from the prior-year period primarily driven by increasing demand for portfolio valuations and transaction opinions.

Expenses

In thousands

Three Months Ended June 30,

Six Months Ended June 30,

U.S. GAAP

Adjusted(1)

U.S. GAAP

Adjusted(1)

2026 2025

2026 2025 2026 2025 2026 2025

Compensation and benefits $145,782 $70,798

$137,674 $87,365 $241,879 $141,127 $234,637 $173,081

% of revenues 64.6% 47.3%

61.0% 58.4% 63.1% 50.1% 61.2% 61.4%

Non-compensation $95,791 $46,717

$42,226 $35,863 $151,547 $85,685 $76,156 $65,731

% of revenues 42.4% 31.2%

18.7% 24.0% 39.5% 30.4% 19.9% 23.3%

(1)

Compensation and benefits were $145.8 million for the second quarter, compared to $70.8 million in the prior-year period, an increase of 106%. On an adjusted basis, compensation and benefits were $137.7 million for the second quarter compared to $87.4 million in the prior-year period, an increase of 58%. This resulted in an adjusted compensation ratio of 61% for the second quarter, compared to 58% in the prior-year period. The increase in compensation expenses was primarily a result of an increase in revenues, our acquisition of MarshBerry and the change in our corporate structure.

Non-compensation expenses were $95.8 million for the second quarter, compared to $46.7 million in the prior-year period, an increase of 105%. On an adjusted basis, non-compensation expenses were $42.2 million for the second quarter compared to $35.9 million in the prior-year period, an increase of 18%. This resulted in an adjusted non-compensation ratio of 19% for the second quarter, compared to 24% in the prior-year period. The increase in non-compensation expenses was primarily a result of IPO-related expenses and our acquisition of MarshBerry.

Provision for Income Taxes

The provision for income taxes was $1.5 million in the second quarter, representing an effective tax rate of (7%). On an adjusted basis, the provision for income taxes was $14.5 million in the second quarter, representing an adjusted effective tax rate of 34%.

Talent

We strategically invest in our business to build upon competitive advantages to drive value for our clients. In the first half of 2026, seven Managing Directors joined the Company as lateral hires in addition to the six Managing Directors promoted at the beginning of the year, bringing the total number of Managing Directors to 162 firmwide.

We continue to build and invest in the next generation of leaders through a deliberate focus on high-performing individuals and internal promotion.

Balance Sheet and Capital Allocation

As of June 30, 2026, the Company had cash and cash equivalents of $250.6 million and long-term debt of $101.9 million, resulting in net cash of $148.7 million. This compares to cash and cash equivalents of $320.2 million as of December 31, 2025.

During the second quarter, the Company used a portion of the net proceeds from its initial public offering to repay approximately $195.8 million of the debt incurred primarily to finance the MarshBerry acquisition, further strengthening its balance sheet and enhancing financial flexibility.

The Board of Directors declared a quarterly cash dividend of $0.07 per share of Class A common stock, payable on September 15, 2026, to Class A common stockholders of record as of September 1, 2026.

Conference Call and Webcast Details

Lincoln International will host a conference call beginning at 7:30 a.m. Central Time on August 6, 2026 to discuss second quarter results. To access the conference call, please call +1 (877) 270-2148 (toll-free domestic) or +1 (412) 317-6060 (international). The call will be webcast live on the Investor Relations section of the Company's website www.lcln.com, and accompanying materials will be posted prior to the conference call. A replay of the webcast will be available for 30 days following the call.

About Lincoln International

Lincoln International, Inc. (NYSE: LCLN) is a trusted investment banking advisor to business owners, private equity firms and their portfolio companies, and public and private companies worldwide. Our services include mergers and acquisitions advisory, private funds and capital markets advisory, and valuations and opinions. With more than 1,400 professionals in more than 30 offices across 14 countries, we combine perspective on the global private capital markets with deep industry expertise, market intelligence and strategic insights to deliver exceptional execution and build lasting client relationships.

We periodically provide other information for investors on the Investor Relations section of our website at www.lcln.com. We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following the Company's press releases, SEC filings and public conference calls and webcasts.

Contacts

Media

Investor Relations

Emily Yates

Alexandra Deignan

Strategic Communications Manager

Chief Marketing Officer & Head of IR

media@lcln.com

IR@lcln.com

1 (847) 814-7727

1 (312) 835-6963

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements often include words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “commits,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include all statements that are not historical facts, including but not limited to, statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, expected growth, future capital expenditures and debt service obligations. These statements are based on management's current expectations, beliefs and assumptions and are not guarantees of future performance. They are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control, that may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, risks related to retaining and recruiting talent, acquisitions and integration (including MarshBerry), changing market, economic and geopolitical conditions, revenue volatility, competition, cybersecurity and operational risks, extensive regulation, and our organizational structure. A further description of these and other risks can be found under “Risk Factors” in our final prospectus dated May 19, 2026 as filed with the U.S. Securities and Exchange Commission (“SEC”) on May 21, 2026, and as updated in our subsequent filings with the SEC. These factors should not be construed as exhaustive. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially and adversely affect our business or results of operations. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

In addition to our financial results prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we consider certain adjusted (non-GAAP) measures in assessing the performance of our business. We recognize that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other limitations, we do not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with GAAP. These non-GAAP measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP measures. The non-GAAP measures we use are adjusted compensation and benefits and adjusted compensation ratio, adjusted non-compensation and adjusted non-compensation ratio, adjusted operating income and adjusted operating income margin, adjusted other income, adjusted provision for income taxes and adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share and net cash.

Management believes that presenting these non-GAAP financial measures together with comparable GAAP measures provides useful information to investors to enhance their ability to analyze our performance from period to period, enhance their overall understanding of our past performance and future prospects, and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. Internally, management uses these non-GAAP financial measures, along with GAAP financial measures, in evaluating our operating results and in making resource allocation and compensation decisions.

We adjust for certain non-cash and other items that management believes are not indicative of our ongoing operating performance. These adjustments include IPO-related items, such as equity award and partner conversion expenses, and transition-related amortization costs associated with debt repaid in connection with the IPO. These adjustments also include acquisition-related items, such as deferred retention and earnout expenses, and amortization of intangible assets recognized through purchase accounting.

Adjusted net income and adjusted diluted earnings per share are calculated assuming all outstanding common units of Lincoln International, LP and minority interests have been exchanged for Class A common stock, resulting in all of the Company's income becoming subject to corporate-level. tax. The adjusted provision for income taxes reflects this assumption and applies the applicable statutory tax rates in the relevant jurisdictions to each non-GAAP adjustment.

For an explanation of the adjustments and a reconciliation of these non-GAAP measures with the most directly comparable GAAP measures, see the tables and the related notes at the end of this release.

Lincoln International, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

In thousands, except share amounts

June 30,

2026

December 31,

2025

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

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

179,478

—

Retained earnings (accumulated deficit)

455

—

Accumulated other comprehensive income (loss)

(439)

—

Total equity attributable to Lincoln International, Inc.

179,494

—

Noncontrolling interest

250,546

—

Total stockholders' equity

430,040

431,186

Total liabilities, redeemable noncontrolling interest and stockholders' equity

997,778

1,118,138

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 amounts

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

Net income per share attributable to holders of Class A common stock:

Basic

0.01

—

0.01

—

Diluted

0.01

—

0.01

—

Weighted average shares of Class A common stock outstanding:

Basic

36,280,899

—

36,280,899

—

Diluted

40,017,177

—

40,017,177

—

Lincoln International, Inc.

Non-GAAP Financial Information

(Unaudited)

In thousands, except share amounts

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

Change

2026

2025

Change

Total revenues

225,693

149,658

51%

383,493

281,866

36%

Adjusted expenses:

Adjusted compensation and benefits

137,674

87,365

58%

234,637

173,081

36%

Adjusted non-compensation

42,226

35,863

18%

76,156

65,731

16%

Adjusted operating income

45,793

26,430

73%

72,700

43,054

69%

Adjusted income tax

14,541

7,321

99%

20,507

12,132

69%

Adjusted net income

28,664

20,836

38%

45,645

34,531

32%

Adjusted diluted earnings per share

0.26

—

0.41

—

Adjusted diluted share count

110,813,720

—

110,813,720

—

Adjusted ratios and margin

Adjusted compensation ratio

61.0%

58.4%

61.2%

61.4%

Adjusted non-compensation ratio

18.7%

24.0%

19.9%

23.3%

Adjusted operating margin

20.3%

17.7%

19.0%

15.3%

Adjusted effective tax rate

33.7%

26.0%

31.0%

26.0%

For an explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Notes to Reconcile GAAP to Adjusted (non-GAAP) Financial Information" at the end of this release.

Lincoln International, Inc.

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

(Unaudited)

In thousands, except share amounts

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

U.S. GAAP

Adjustments

Adjusted

U.S. GAAP

Adjustments

Adjusted

Total revenues

225,693

—

225,693

149,658

—

149,658

Expenses

Compensation and benefits

145,782

(8,108)

a, b

137,674

70,798

16,567

b, i

87,365

Non-compensation

95,791

(53,565)

c, d, e

42,226

46,717

(10,854)

d, e

35,863

Operating income (loss)

(15,880)

61,673

45,793

32,143

(5,713)

26,430

Other (expense) / income

(5,549)

2,961

(2,588)

1,727

—

1,727

Income before income taxes

(21,429)

64,634

43,205

33,870

(5,713)

28,157

Provision for income taxes

1,521

13,020

14,541

328

6,993

7,321

Net income (loss)

(22,950)

51,614

28,664

33,542

(12,706)

20,836

Net income (loss) attributable to noncontrolling interests

(23,405)

23,405

—

(295)

295

—

Net income attributable to Lincoln International Inc.

455

28,209

28,664

33,837

(13,001)

20,836

Net income (loss) attributable to holders of shares of Class A common stock per share

Diluted

0.01

0.26

—

Weighted-average shares of Class A common stock outstanding

Diluted

40,017,177

110,813,720

—

Notes to Reconcile GAAP to Adjusted (non-GAAP) Financial Information:

a)Reflects IPO Equity Awards expense of $1.7 million in 2Q26.

b)Reflects acquisition-related deferred retention and earnout expenses of $6.4 million in 2Q26 and $4.2 million in 2Q25.

c)Reflects 2Q26 expense of $28.7 million related to Liquidity Event Shares to be issued following the IPO.

d)Reflects acquisition-related costs and amortization of intangible assets from our acquisitions of $17.1 million in 2Q26 and $8.8 million in 2Q25.

e)Reflects IPO legal, consulting and other expenses of $7.7 million in 2Q26 and $2.0 million in 2Q25.

f)Reflects partial extinguishment of debt issuance costs at IPO of $3.0 million in 2Q26.

g)Reflects illustrative result as if 100% of the Company's income is being taxed at non-GAAP full-year estimated tax rate.

h)Assumes all outstanding common units of Lincoln International, LP have been exchanged for Class A common stock and that all outstanding shares of Class B and Class C common stock have been canceled as a result of such exchange.

i)Reflects IPO-related partner conversion of ($20.8) million in 2Q25. Prior to the IPO, certain partners received recurring and performance-based distributions that were not recognized as compensation expense under the former partnership structure. Following the IPO, those individuals became employees, and the related payments are recognized as compensation expense. The adjustment reflects the estimated impact of applying the current corporate structure to the comparable prior-year period to improve period-over-period comparability.

j)Relates to a noncontrolling interest in a foreign subsidiary that was purchased in 4Q25 and is now wholly-owned.

Lincoln International, Inc.

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

(Unaudited)

In thousands, except share amounts

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

U.S. GAAP

Adjustments

Adjusted

U.S. GAAP

Adjustments

Adjusted

Total revenues

383,493

—

383,493

281,866

—

281,866

Expenses

Compensation and benefits

241,879

(7,242)

a, b, i, k

234,637

141,127

31,954

b, i

173,081

Non-compensation

151,547

(75,391)

c, d, e

76,156

85,685

(19,954)

d, e

65,731

Operating income (loss)

(9,933)

82,633

72,700

55,054

(12,000)

43,054

Other (expense) / income

(9,508)

2,961

(6,547)

3,609

—

3,609

Income before income taxes

(19,441)

85,594

66,153

58,663

(12,000)

46,663

Provision for income taxes

1,585

18,922

20,507

1,171

10,961

12,132

Net income (loss)

(21,026)

66,671

45,645

57,492

(22,961)

34,531

Net income (loss) attributable to noncontrolling interests

(21,481)

21,481

—

(935)

935

—

Net income attributable to Lincoln International Inc.

455

45,190

45,645

58,427

(23,896)

34,531

Net income (loss) attributable to holders of shares of Class A common stock per share

Diluted

0.01

0.41

—

Weighted-average shares of Class A common stock outstanding

Diluted

40,017,177

110,813,720

—

Notes to Reconcile GAAP to Adjusted (non-GAAP) Financial Information:

a)Reflects IPO Equity Awards expense of $1.7 million in 1H26.

b)Reflects acquisition-related deferred retention and earnout expenses of $7.9 million in 1H26 and $4.2 million in 1H25.

c)Reflects 1H26 expense of $28.7 million related to Liquidity Event Shares to be issued following the IPO.

d)Reflects acquisition-related costs and amortization of intangible assets recognized in purchase accounting from our acquisitions of $34.1 million in 1H26 and $17.1 million in 1H25.

e)Reflects IPO-related legal, consulting and other expenses of $12.6 million in 1H26 and $2.9 million in 1H25 .

f)Reflects partial extinguishment of debt issuance costs at IPO of $3.0 million in 1H26.

g)Reflects illustrative result as if 100% of the Company's income is being taxed at non-GAAP full-year estimated tax rate.

i)Reflects IPO-related partner conversion of ($5.2) million in 1H26 and ($36.2) million in 1H25. Prior to the IPO, certain partners received recurring and performance-based distributions that were not recognized as compensation expense under the former partnership structure. Following the IPO, those individuals became employees, and the related payments are recognized as compensation expense. The adjustment reflects the estimated impact of applying the current corporate structure to the comparable prior-year period to improve period-over-period comparability.

j)Relates to a noncontrolling interest in a foreign subsidiary that was purchased in 4Q25 and is now wholly-owned.

k)Reflects IPO-related adjustment to stock compensation expense of $2.9 million in 1H26. The adjustment reflects the estimated impact of changes to equity compensation and related deferrals resulting from the conversion to a corporate structure upon the IPO, improving comparability with post-IPO periods.

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Aug. 06, 2026

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