Lincoln International, Inc.

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the MarshBerry Acquisition and the Organizational Transactions, including the consummation of this offering, expected growth, future capital expenditures and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, 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. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•our ability to retain our managing directors and our other senior professionals and executive officers;

•our ability to successfully identify, recruit and develop talent;

•risks associated with our acquisitions, joint ventures and strategic investments, including our ability to successfully integrate the MarshBerry Acquisition;

•our ability to generate sufficient cash in the future to service our indebtedness;

•changing market conditions;

•loss of major clients or a downturn in the private equity industry;

•reputational risk;

•our highly volatile revenue and profits on a quarterly basis;

•strong competition from other financial advisory and investment banking firms;

•our ability to execute on our growth initiatives, business strategies or operating plans;

•our management not having previously managed a public company;

•risks associated with our international operations;

•our ability to acquire and open new offices and expand internationally;

•fluctuations in foreign currency exchange rates;

•costs of compliance associated with international broker-dealer, securities, data privacy, employment, labor, benefits and tax regulations;

•our dependence on fee-paying clients;

•our clients’ ability to pay us for our services;

•our potential growth into new lines of business;

•operational risks;

•extensive and evolving regulation of our business and the business of our clients;

•substantial litigation risks;

•impact on economic conditions resulting from military conflicts, public health incidents and natural catastrophes;

•cybersecurity and other security risks;

•unanticipated changes in effective tax rates or adverse outcomes resulting from examinations of our income or other tax returns;

•our dependence on distributions from LILP to pay our taxes and expenses after completion of this offering;

•risks associated with our obligations under the Tax Receivable Agreement associated with the consummation of this offering;

•the LILP Controlling Partners’ ability to control our company immediately following this offering;

•the amount of the costs, fees, expenses and charges related to this offering and the related costs of being a public company;

•other factors disclosed in this prospectus;

•any statements of belief and any statements of assumptions underlying any of the foregoing; and

•other factors beyond our control.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.