Lincoln International, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2026

OR

For the transition period from _____ to _____

Commission file number 001-43306

(Exact name of registrant as specified in its charter)

(312)580-8339

Registrant’s telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yeso No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x Noo

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yeso Nox

As of July 31, 2026, the Registrant had 102,191,562 total shares of common stock 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, each with par value of $0.00001 per share.

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of forward-looking 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. 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.

By their nature, forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control including, among others:

•our ability to attract and retain our managing directors, 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 MarshBerry Holding Company, LLC and its consolidated subsidiaries (“MarshBerry”);

•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’s experience managing 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 and 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 Lincoln International, LP (“LILP”) to pay our taxes and expenses;

•risks associated with our obligations under the Tax Receivable Agreement (as defined herein);

•our status as a “controlled company” within the meaning of the New York Stock Exchange rules;

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

•other factors beyond our control; and

•other risks and uncertainties that are detailed herein and under the caption “Risk Factors” and elsewhere in this report and in other filings we make with the Securities and Exchange Commission (“SEC”) from time to time.

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.