Lincoln International, Inc.

Previous wording

We continue to grow our firm across industries, service offerings, and geographies with the goal of delivering high quality services and advice to our clients. Our acquisitions of Spurrier Capital Partners in April 2022 and TCG Corporate Finance in October 2024 expanded our M&A technology franchise. In October of 2025, we expanded further into the financial services sector through our acquisition of MarshBerry Holding Company, LLC (“MarshBerry”, and such acquisition, the “MarshBerry Acquisition”), a global leader in investment banking advisory services, serving the insurance brokerage and wealth and retirement sectors through all stages of growth.

Current wording

We continue to grow our firm across industries, service offerings, and geographies with the goal of delivering high quality services and advice to our clients. Our acquisition of Spurrier Capital Partners in April 2022 and TCG Corporate Finance in October 2024 expanded our M&A technology franchise. In October of 2025, we expanded further into the financial services sector through our acquisition of MarshBerry Holding Company, LLC (“MarshBerry”, and such acquisition, the “MarshBerry Acquisition”), a global leader in investment banking advisory services, serving the insurance brokerage and wealth and retirement sectors through all stages of growth.

Previous wording

On May 21, 2026, we completed our IPO of 24,207,486 shares of Class A common stock at a price of $20.00 per share. The gross proceeds to the Company were approximately $484.1 million, before deducting underwriting discounts and commissions. In connection with the IPO, we completed certain Organizational Transactions.

Current wording

On May 21, 2026, we completed our IPO of 24,207,486 shares of Class A common stock at a price of $20.00 per share. The gross proceeds to the Company were approximately $484.1 million, before deducting underwriting discounts and commissions. In connection with the IPO, we completed certain Organizational Transactions. For additional information on the Organizational Transactions and IPO refer to Note 1 and Note 2 to our condensed consolidated financial statements included elsewhere in this report.

Previous wording

The historical financial information for the three and six months ended June 30, 2025 presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects our business as a privately held partnership prior to the IPO. As such, LILP U.S.-based partner compensation, including semi-monthly draws, quarterly tax advances and annual performance incentives, was recorded as a reduction of equity on the balance sheet during these periods. Additionally, as a privately held partnership, LILP was not subject to U.S. federal income tax. Instead, each partner was individually liable for taxes on his or her share of LILP’s income or loss.

Current wording

The historical financial information for the three and nine months ended September 30, 2025 presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects our business as a privately held partnership prior to the IPO. As such, LILP U.S.-based partner compensation, including semi-monthly draws, quarterly tax advances and annual performance incentives, was recorded as a reduction of equity on the balance sheet during these periods. Additionally, as a privately held partnership, LILP was not subject to U.S. federal income tax. Instead, each partner was individually liable for taxes on his or her share of LILP’s income or loss.

Previous wording

In connection with the IPO, on May 19, 2026, we entered into the Fourth Amended and Restated Limited Partnership Agreement of Lincoln International, LP, by and among us, LILP, and the limited partners party thereto (the “LILP Partners”), and became the sole general partner of LILP. As the sole general partner of LILP, we control its business and affairs and, therefore, consolidated its financial results with ours for the three and six months ended June 30, 2026. In light of the LILP Partners’ collective 65.9% equity interest in LILP at June 30, 2026, we reflect their interests as a noncontrolling interest in our consolidated financial statements. As a result, our net income, after excluding that noncontrolling interest, represents 34.1% of LILP’s net income for the period from May 21, 2026 to June 30, 2026. Similarly, outstanding shares of our Class A common stock will represent 34.1% of the outstanding equity interests of LILP at 2026 to June 30, 2026. In connection with the IPO, we also entered into a Tax Receivable Agreement that allocates some of the tax benefits of LILP for Class A common stock to the exchanging holder. Finally, our GAAP compensation expense changed following the IPO, as this cost is now recorded on our condensed consolidated statement of comprehensive income (loss) as compensation and benefits. Additionally, as a public company, we are subject to U.S. federal income taxes, which are recorded on our financial statements.

Current wording

In connection with the IPO, on May 19, 2026, we entered into the Fourth Amended and Restated Limited Partnership Agreement of Lincoln International, LP, by and among us, LILP, and the limited partners party thereto (the “LILP Partners”), and became the sole general partner of LILP. As the sole general partner of LILP, we control its business and affairs and, therefore, consolidated its financial results with ours for the three and nine months ended September 30, 2026. In light of the LILP Partners’ collective 65.0% equity interest in LILP at September 30, 2026, we reflect their interests as a noncontrolling interest in our consolidated financial statements. As a result, our net income, after excluding that noncontrolling interest, represents 35.0% of LILP’s net income for the period from May 21, 2026 to September 30, 2026. Similarly, outstanding shares of our Class A common stock represented 35.0% of the outstanding equity interests of LILP as of September 30, 2026. In connection with the IPO, we also entered into a Tax Receivable Agreement (the “TRA” or “Tax Receivable Agreement”, as defined in the Prospectus) that allocates 85% of certain tax benefits of Parent to certain LILP Partners and other eligible parties named therein. Finally, our GAAP compensation expense changed for certain LILP partners following the IPO, as this cost is now recorded on our condensed consolidated statement of comprehensive income (loss) as compensation and benefits. Additionally, as a public company, we are subject to U.S. federal income taxes, which are reported in our financial statements.

Previous wording

Our condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2026, include the results of operations of the MarshBerry Acquisition. As a result, our results of operations for the three and six months ended June 30, 2026 may not be directly comparable to the three and six months ended June 30, 2025.

Current wording

Our condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2026, include the results of operations of the MarshBerry Acquisition. As a result, our results of operations for the three and nine months ended September 30, 2026 may not be directly comparable to the three and nine months ended September 30, 2025.

Previous wording

We generate client revenues primarily from advisory services provided under individually negotiated engagement letters that set forth our fee structure. Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, generally when the performance obligation set forth in the engagement letter has been satisfied. The amount and timing of fees we recognize can vary based on the type of engagement. We follow specific guidelines to ensure that our revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers. In general, revenue is recognized when the performance obligation outlined in the engagement letter has been satisfied.

Current wording

We generate client revenues primarily from advisory services provided under individually negotiated engagement letters that set forth our fee structure. Client revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, generally when the performance obligation set forth in the engagement letter has been satisfied. The amount and timing of fees we recognize can vary based on the type of engagement. We follow specific guidelines to ensure that our revenue is recognized in accordance with ASC 606, Revenue from

Previous wording

In performing services for clients in both segments, we incur transaction-related expenditures, such as travel and professional fees, that may be reimbursable under our engagement letters. We record these expenditures as incurred and record the corresponding reimbursement revenue when the performance obligation is satisfied. Client expense reimbursements are presented as a component of revenues in the condensed consolidated statements of comprehensive income (loss).

Current wording

In performing our services for clients in both segments, we incur transaction-related expenditures, such as travel and professional fees, that may be reimbursable under our engagement letters. We record these expenditures as incurred and record the corresponding reimbursement revenue when the performance obligation is satisfied. Client expense reimbursements are presented as a component of revenues in the condensed consolidated statements of comprehensive income (loss).

Previous wording

Portfolio valuation fees and initial retainers related to fairness opinions are recognized when invoiced, at which point the valuation or opinion has been delivered and the related performance obligation satisfied, and no portion of the fee is deferred. Portfolio valuations are performed at intervals ranging from daily to annually depending on client needs which provide a recurring revenue base that is less correlated to transaction. See the section entitled “Critical Accounting Estimates—Revenue Recognition” included in the Prospectus for a more detailed discussion.

Current wording

Portfolio valuation fees and initial retainers related to fairness opinions are recognized when invoiced, at which point the valuation or opinion has been delivered and the related performance obligation satisfied, and no portion of the fee is deferred. Portfolio valuations are performed at intervals ranging from daily to annually depending on client needs which provide a recurring revenue base that is less correlated to a transaction. See the section entitled “Critical Accounting Estimates—Revenue Recognition” included in the Prospectus for a more detailed discussion.

Previous wording

Although we have previously made significant investments in our real estate footprint in nearly all of our major offices, we expect our rental and occupancy costs to continue to grow as our business expands.

Current wording

Although we have previously made significant investments in our real estate footprint in all of our major offices, we expect our rental and occupancy costs to continue to grow as our business expands.

Previous wording

We also expect to incur additional annual expenses related to new requirements applicable to us as we transition to operating in a public company environment, including but not limited to directors’ fees and insurance, transfer agent fees, SEC reporting requirements, increased auditing and legal fees and similar expenses as well as the hiring of additional functional staff, including accounting and finance, investor relations, legal and administrative personnel.

Current wording

We also expect to incur additional annual expenses related to new requirements applicable to us as we transition to operating in a public company environment, including but not limited to directors’ fees and insurance, transfer agent fees, SEC reporting requirements, increased auditing and legal fees and similar expenses as well as the hiring of additional functional staff, including accounting and finance, investor relations, legal and administrative teams. In addition, we anticipate higher technology-related costs, including increased AI token usage and related fees.

Previous wording

Other income (expense), net includes interest income earned on cash and cash equivalents and investment securities, and interest expense, commitment fees, and amortization of debt issuance costs on borrowings under our Credit Facilities.

Current wording

Other income (expense), net includes interest income earned on cash and cash equivalents and investment securities, interest expense, commitment fees, and amortization of debt issuance costs on borrowings under our Credit Facilities.

Previous wording

We account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Because we are a holding company whose principal asset is an interest in LILP, a portion of our pre-tax earnings is attributable to noncontrolling interests and is not subject to federal, state or local income taxes at the Company level, which we expect to result in an effective tax rate below the statutory rate. Prior to the IPO, LILP was not subject to U.S. federal income tax and each partner was individually liable for taxes on its share of LILP’s income or loss, and accordingly the effective tax rates for periods prior to the IPO are not comparable to subsequent periods. See the section entitled “Critical Accounting Policies and Estimates” included in the Prospectus for a more detailed discussion of our income tax accounting.

Current wording

We account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Because Parent is a holding company whose principal asset is an interest in LILP, a portion of our U.S. income before income taxes is attributable to our noncontrolling interest and not subject to U.S. federal or state income taxes at the Company level, which would generally cause the Company’s effective tax rate to be less than the U.S. federal statutory income tax rate. Prior to the IPO, the Company was not subject to U.S. federal or state income tax. Rather, each of LILP’s partners were individually liable for such taxes on their share of LILP’s taxable income. Accordingly, the effective tax rates for pre-IPO financial reporting periods are not comparable to subsequent periods. See the section entitled “Critical Accounting Policies and Estimates” included in the Prospectus for a more detailed discussion of our accounting for income taxes.

Previous wording

The following is a discussion of our consolidated results of operations for the three and six months ended June 30, 2026 and June 30, 2025. For a more detailed discussion of the factors that affected the revenues and operating expenses of our Investment Banking Advisory and Valuations and Opinions segments in these periods, please see “Business Segments” below.

Current wording

The following is a discussion of our consolidated results of operations for the three and nine months ended September 30, 2026 and 2025. For a more detailed discussion of the factors that affected the revenues and operating expenses of our Investment Banking Advisory and Valuations and Opinions segments in these periods, please see “Business Segments” below.

Previous wording

Revenues were$225.7 million for the three months ended June 30, 2026 compared to$149.7 million for the same period in 2025, representing an increase of 51%, primarily attributable to increasing M&A activity, demand for private market valuations and the impact of our MarshBerry Acquisition in October of 2025.

Current wording

Revenues were$293.7 million for thethree months ended September 30, 2026 compared to$186.7 million for the same period in 2025, representing an increase of 57%, primarily attributable to increasing M&A activity, demand for private market valuations and the impact of our MarshBerry Acquisition in October of 2025.

Previous wording

Compe nsation and benefits expenses were $145.8 million for the three months ended June 30, 2026, compared to $70.8 million for the same period in 2025. This represented approximately 65% of total revenues for the three months ended June 30, 2026, and approximately 47% of total revenues for the three months ended June 30, 2025.

Current wording

Compe nsation and benefits expenses were $186.9 million for the three months ended September 30, 2026, compared to $96.3 million for the same period in 2025. This represented approximately 64% of total revenues for the three months ended September 30, 2026, and approximately 52% of total revenues for the same period in 2025. The period-over-period increase in compensation expenseswas primarily a result of an increase in revenues, our MarshBerry Acquisition and the change in our corporate structure resulting from our IPO in May 2026.

Previous wording

Other income (expense), net was $9.5 million of expense for the six months ended June 30, 2026 compared to $3.6 million of income for the same period in 2025. The decrease was due primarily to interest expense resulting from indebtedness incurred under the Term Loan Credit Facility and the Delayed Draw Term Loan Credit Facility as of October 2025.

Current wording

Other income (expense), net was $0.8 million of income for thethree months ended September 30, 2026 compared to $1.9 million of income for the same period in 2025. The decrease was due primarily to higher interest expense resulting from indebtedness incurred under the Term Loan Credit Facility and the Delayed Draw Term Loan Credit Facility as of October 2025.

Previous wording

Revenues were $383.5 million for the six months ended June 30, 2026 as compared with $281.9 million for the same period in 2025, representing an increase of 36%, primarily attributable to increasing M&A activity, demand for private market valuations and the impact of our MarshBerry Acquisition in October of 2025.

Current wording

Revenues were $677.1 million for thenine months ended September 30, 2026 as compared with $468.6 million for the same period in 2025, representing an increase of 45%, primarily attributable to increasing M&A activity, demand for private market valuations and the impact of our MarshBerry Acquisition in October of 2025.

Previous wording

Compensation and benefits expenses were $241.9 million for the six months ended June 30, 2026, compared to $141.1 millionfor the same period in 2025. This represented approximately 63% of revenues for the six months ended June 30, 2026, and approximately 50% of total revenues for the same period in 2025. The period-over-period increase in compensation expenseswas primarily a result of an increase in revenues, our MarshBerry Acquisition and the change in our corporate structure.

Current wording

Compensation and benefits expenses were $428.8 million for the nine months ended September 30, 2026, compared to $237.4 millionfor the same period in 2025. This represented approximately 63% of revenues for the nine months ended September 30, 2026, and approximately 51% of total revenues for the same period in 2025. The period-over-period increase in compensation expenses was primarily a result of an increase in revenues, our MarshBerry Acquisition and the change in our corporate structure resulting from our IPO in May 2026.

Previous wording

Non-compensation expenses were $151.5 million for the six months ended June 30, 2026, compared with $85.7 millionfor the same period in 2025. This represented 40% of total revenues for the six months ended June 30, 2026, and 30% of total revenues for the same period in 2025. Non-compensation expenses includes the expense of $28.7 million associated with the Liquidity Event Shares. This expense represents 7.6% of total revenues for the six months ended June 30, 2026. The period-over-period increase in non-compensation expenses was primarily a result of IPO-related expenses and our MarshBerry acquisition.

Current wording

Non-compensation expenses were $214.0 million for the nine months ended September 30, 2026, compared with $124.8 millionfor the same period in 2025. This represented 32% of total revenues for thenine months ended September 30, 2026, and 27% of total revenues for the same period in 2025. Non-compensation expenses include the expense of $28.7 million associated with the Liquidity Event Shares. This expense represents 4.2% of total revenues for thenine months ended September 30, 2026. The period-over-period increase in non-compensation expenses was primarily a result of amortization of intangible assets acquired in the MarshBerry Acquisition, the Liquidity Event Shares expense and IPO-related expenses.

Previous wording

Other income (expense), net was $5.5 million of expense for the three months ended June 30, 2026 compared to $1.7 million of income for the same period in 2025. The decrease was due primarily to interest expense resulting from indebtedness incurred under the Term Loan Credit Facility and the Delayed Draw Term Loan Credit Facility as of October 2025.

Current wording

Other income (expense), net was $8.7 million of expense for thenine months ended September 30, 2026 compared to $5.5 million of income for the same period in 2025. The decrease was due primarily to interest expense resulting from indebtedness incurred under the Term Loan Credit Facility and the Delayed Draw Term Loan Credit Facility as of October 2025.

Previous wording

The following table summarizes the results of operations of our Investment Banking Advisory business segment for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes the results of operations of our Investment Banking Advisory business segment for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Non-compensation expenses were $80.3 million for the three months ended June 30, 2026, compared with $35.3 million for the same period in 2025, representing an increase of 128%. The increase is primarily a result of amortization related to the intangible assets acquired as a result of the MarshBerry Acquisition (see the section entitled “Critical Accounting Estimates—Business Combinations” included in the Prospectus), and an increase in consulting and professional services primarily as a result of our IPO.

Current wording

Non-compensation expenses were $48.1 million for thethree months ended September 30, 2026, compared with $26.4 million for the same period in 2025, representing an increase of 82%. The increase is primarily a result of amortization related to the intangible assets acquired as a result of the MarshBerry Acquisition (see the section entitled “Critical Accounting Estimates—Business Combinations” included in the Prospectus).

Previous wording

Revenues were $287.6 million for the six months ended June 30, 2026, compared with $207.7 millionfor the same period in 2025, representing an increase of 38%. The increase in revenue was primarily driven by increasing M&A activity and additional revenues resulting from our MarshBerry Acquisition in October of 2025.

Current wording

Revenues were $527.5 million for the nine months ended September 30, 2026, compared with $349.0 millionfor the same period in 2025, representing an increase of 51%. The increase in revenue was primarily driven by increasing M&A activity and additional revenues resulting from our MarshBerry Acquisition in October of 2025.

Previous wording

Compensation and benefits expenses were $190.3 million for the six months ended June 30, 2026, compared with $118.3 million for the same period in 2025, representing an increase of 61%. The increase in compensation and benefits expenses was primarily a result of an increase in revenues, our MarshBerry acquisition and a change in our corporate structure.

Current wording

Compensation and benefits expenses were $339.7 million for thenine months ended September 30, 2026, compared with $197.8 million for the same period in 2025, representing an increase of 72%. The increase in compensation and benefits expenses was primarily a result of an increase in revenues, our MarshBerry acquisition and a change in our corporate structure resulting from our IPO in May 2026.

Previous wording

Non-compensation expenses were $124.0 million for the six months ended June 30, 2026 compared to $65.7 million for the same period in 2025, representing an increase of 89%. Expenses increased primarily as a result of amortization related to the intangible assets acquired as a result of the MarshBerry acquisition (see the section entitled “Critical Accounting Estimates—Business Combinations” included in the Prospectus), an increase in consulting and professional services primarily as a result of our IPO.

Current wording

Non-compensation expenses were $172.0 million for thenine months ended September 30, 2026 compared to $92.0 million for the same period in 2025, representing an increase of 87%. Expenses increased primarily as a result of amortization related to the intangible assets acquired as a result of the MarshBerry acquisition (see the section entitled “Critical Accounting Estimates—Business Combinations” included in the Prospectus), an increase in consulting and professional services primarily as a result of our IPOin May 2026.

Previous wording

The following table summarizes the results of Valuations and Opinions for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes the results of Valuations and Opinions for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Revenues were $47.9 million for the three months ended June 30, 2026, compared with $35.5 million for the same period in 2025, representing an increase of 35%. The increase in revenue was driven by an increasing demand for private market valuations.

Current wording

Revenues were $53.8 million for the three months ended September 30, 2026, compared with $45.4 million for the same period in 2025, representing an increase of 18%. The increase in revenue was driven by an increasing demand for portfolio valuations and transaction opinions.

Previous wording

Compensation and benefits expenses were $34.0 million for the three months ended June 30, 2026, compared to $10.5 million for the same period in 2025, representing an increase of 223%. Theincreaseis primarily the result of revenue growth resulting in higher compensation to Valuations and Opinions professionals.

Current wording

Compensation and benefits expenses were $37.6 million for thethree months ended September 30, 2026, compared to $16.7 million for the same period in 2025, representing an increase of 125%. Theincreaseis primarily the result of revenue growth and the change in our corporate structure resulting from our IPO in May 2026.

Previous wording

Non-compensation expenses were $15.5 million for the three months ended June 30, 2026 compared to $11.4 million for the same period in 2025, representing an increase of 35%. Expenses increased primarily as a result of higher allocated consulting and professional expenses and higher travel and related expenses. These expenses include the impact of costs incurred by us in connection with client engagements that were subsequently reimbursed by our clients.

Current wording

Non-compensation expenses were $14.4 million for thethree months ended September 30, 2026 compared to $12.8 million for the same period in 2025, representing an increase of 13%. Expenses increased primarily as a result of higher allocated consulting and professional expenses and higher travel and related expenses. These expenses include the impact of costs incurred by us in connection with client engagements that were subsequently reimbursed by our clients.

Previous wording

Compensation and benefits expenses were $51.6 million for the six months ended June 30, 2026 compared to $22.8 million for the same period in 2025, representing an increase of 126%. The increaseis primarily the result of revenue growth resulting in higher compensation to Valuations and Opinions professionals.

Current wording

Compensation and benefits expenses were $89.1 million for the nine months ended September 30, 2026 compared to $39.6 million for the same period in 2025, representing an increase of 125%. The increaseis primarily the result of revenue growth and the change in our corporate structure resulting from our IPO in May 2026.

Previous wording

Non-compensation expenses were $27.6 million for the six months ended June 30, 2026 compared to $20.0 million for the same period in 2025, representing an increase of 38%. Expenses increased primarily as a result of higher allocated consulting and professional expenses and higher travel and related expenses. These expenses include the impact of costs incurred by us in connection with client engagements that were subsequently reimbursed by our clients.

Current wording

Non-compensation expenses were $41.9 million for thenine months ended September 30, 2026 compared to $32.8 million for the same period in 2025, representing an increase of 28%. Expenses increased primarily as a result of higher allocated consulting and professional expenses and higher travel and related expenses. These expenses include the impact of costs incurred by us in connection with client engagements that were subsequently reimbursed by our clients.

Previous wording

Our current liabilities include accounts payable and accrued expenses, including accrued employee compensation. We pay a significant portion of annual incentive compensation to non-partner employees in December of the calendar year with respect to the current year’s performance. We also pay a significant portion of annual incentive compensation to partners in the first quarter of the next calendar year with respect to the prior year’s performance. Additionally, we have historically distributed estimated tax advance payments on our retained earnings to the LILP Partners on a quarterly basis throughout the year. As a result, our cash balances generally decline in the first quarter of each year after incentive compensation is paid to our employees and partners. Our cash balances then increase over the remainder of the year.

Current wording

Our current liabilities include accounts payable and accrued expenses, including accrued employee compensation. We pay a significant portion of annual incentive compensation in the first quarter of the following year with respect to the current year’s performance. As a result, our cash balances generally decline in the first quarter of each year after incentive compensation is paid to our employees and partners. Our cash balances then increase over the remainder of the year.

Previous wording

We also evaluate our cash needs on a regular basis in light of current global and local economic and market conditions, and our strategic and capital investment requirements. Cash and cash equivalents include all short-term highly liquid investments that are readily convertible to cash. Our cash and cash equivalents and restricted cash balances were $255.4 million at June 30, 2026 and $324.8 million at December 31, 2025.

Current wording

We also evaluate our cash needs on a regular basis in light of current global and local economic and market conditions, and our strategic and capital investment requirements. Cash and cash equivalents include all short-term highly liquid investments that are readily convertible to cash. Our cash and cash equivalents and restricted cash balances were $367.9 million at September 30, 2026 and $324.8 million at December 31, 2025.

Previous wording

On October 31, 2025, we entered into a credit agreement, as 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 (as amended, the “Credit Agreement”), which provides for (a) the Term Loan Credit Facility with an original aggregate principal amount of $250.0 million (the “Term Loan Credit Facility”), (b) the Delayed Draw Term Loan Credit Facility with original aggregate commitments of $75.0 million (the “Delayed Draw Term Loan Credit Facility”), and (c) the Revolving Credit Facility having original 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”). Term loans drawn under the Delayed Draw Term Loan Credit Facility (if any) constitute loans outstanding under the Term Loan Credit Facility. On May 12, 2026, we drew an additional $25.0 million under the Delayed Draw Term Loan Credit Facility. On May 22, 2026, we repaid $195.8 million of the outstanding principal under the Term Loan Credit Facility using a portion of the net proceeds of the IPO. As of June 30, 2026, we had $53.6 million of principal outstanding under the Term Loan Credit Facility and $49.7 million of principal outstanding under the Delayed Draw Term Loan Credit Facility. For a description of the terms of the Credit Facilities, including interest rates, security, maturity and covenants, see Note 13 to our condensed consolidated financial statements included elsewhere in this report.

Current wording

On October 31, 2025, we entered into a credit agreement, as 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 (as amended, the “Credit Agreement”), which provides for (a) the Term Loan Credit Facility with an original aggregate principal amount of $250.0 million (the “Term Loan Credit Facility”), (b) the Delayed Draw Term Loan Credit Facility with original aggregate commitments of $75.0 million (the “Delayed Draw Term Loan Credit Facility”), and (c) the Revolving Credit Facility having original 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”). Term loans drawn under the Delayed Draw Term Loan Credit Facility (if any) constitute loans outstanding under the Term Loan Credit Facility. On May 12, 2026, we drew an additional $25.0 million under the Delayed Draw Term Loan Credit Facility. As of September 30, 2026, we repaid $196.8 million of the outstanding loans, including $195.8 million funded with IPO proceeds to partially repay the $250.0 million borrowing under the Term Loan Credit Facility. As of September 30, 2026, we had $53.6 million of principal outstanding under the Term Loan Credit Facility and $49.6 million of principal outstanding under the Delayed Draw Term Loan Credit Facility. For a description of the terms of the Credit Facilities, including interest rates, security, maturity and covenants, see Note 13 to our condensed consolidated financial statements included elsewhere in this report.

Previous wording

To provide for working capital and other general corporate purposes, we maintain a line of credit available for advances and letters of credit, with a pledge capacity of $50.0 million from Morgan Stanley Private Bank, National Association (“Morgan Stanley”). As of June 30, 2026, we had $4.3 million in cash on deposit. Our available credit under this facility as of June 30, 2026 was $1.8 million as a result of the issuance of an aggregate amount of $2.5 million of letters of credit, which are required in connection with our lease agreements for some of our U.S.-based office leases. We incur a monthly fee calculated as the SOFR plus 1.1% per annum on the outstanding balances of issued letters of credit under our line of credit. The proceeds of the advances are available solely to provide financing for our working capital and investment purposes and to pay reimbursement obligations in connection with letters of credit.

Current wording

To provide for working capital and other general corporate purposes, we maintain a line of credit available for advances and letters of credit, with a pledge capacity of $50.0 million from Morgan Stanley Private Bank, National Association (“Morgan Stanley”). As of September 30, 2026, $4.3 million in cash was on deposit. Our available credit under this facility as of September 30, 2026 was $1.8 million as a result of the issuance of an aggregate amount of $2.5 million of letters of credit, which are required in connection with our lease agreements for some of our U.S.-based office leases. We incur a monthly fee calculated as the SOFR plus 1.1% per annum on the outstanding balances of issued letters of credit under our line of credit. The proceeds of the advances are available solely to provide financing for our working capital and investment purposes and to pay reimbursement obligations in connection with letters of credit.

Previous wording

In connection with the Organizational Transactions, we entered into a tax receivable agreement (the “Tax Receivable Agreement” or the “TRA”) with LILP, certain LILP Partners and the other eligible parties named therein (collectively, the “TRA Parties”). The TRA generally provides for us to pay the TRA Parties 85% of the tax benefits, if any, we realize (or in certain circumstances are deemed to realize) as a result of the Basis Adjustments and Interest Deductions. We will retain the benefit of the remaining 15% of these tax savings. We expect the payments we will be required to make under the TRA will be substantial.

Current wording

In connection with the Organizational Transactions and as described in the Prospectus, Parent entered into the TRA with LILP, certain LILP Partners and the other eligible parties named therein (collectively, the “TRA Parties”). The TRA generally provides for Parent to pay the TRA Parties 85% of the tax benefits, if any, Parent realizes (or in certain circumstances is deemed to realize) as a result of the Basis Adjustments and Interest Deductions. Parent will retain the remaining 15% of the tax benefits. We expect, over time, Parent will make substantial payments pursuant to the TRA, with such payments being in addition to Parent’s income tax payments.

Previous wording

In addition to income tax payments, we will also make payments under the TRA, which could be material. We will account for the income tax effects and corresponding TRA effects resulting from future taxable purchases or redemptions of LILP common units by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of the purchase or redemption. We will evaluate the likelihood that we will realize the benefits represented by the deferred tax assets and, to the extent that management estimates it is more-likely-than-not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax assets with a valuation allowance. The amounts to be recorded for both the deferred tax assets and the liability for obligations under the TRA will be estimated at the time of any purchase or redemption. Changes in the projected TRA liability may occur based on changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may impact the expected future tax benefits. Estimating future taxable income is inherently uncertain and requires judgment.

Current wording

We will account for the income tax and corresponding TRA impacts of future taxable purchases or redemptions of LILP common units by generally estimating and increasing both deferred tax assets and TRA liabilities based on enacted tax rates on the dates of such purchases or redemptions. When so doing, in accordance with ASC 740, we will evaluate the likelihood of realizing the benefits of the deferred tax assets. When applicable, a valuation allowance will reduce the deferred tax assets recognized and reported in the Company’s financial statements to an amount management estimates will more-likely-than-not be realized. In addition, changes in the estimated TRA liability and recognized deferred tax assets may occur based on, but not limited to, changes in anticipated future taxable income, changes in applicable tax rates, or other changes in tax attributes, each of which is inherently uncertain and requires management judgment.

Previous wording

If certain mergers, asset sales, other forms of business combination, or other changes of control occur, or if we elect an early termination of the TRA, our obligations under the TRA would accelerate and become due and payable. In such circumstances, we could be required to make immediate cash payments equal to the present value of the anticipated future tax benefits subject to the TRA, which could have a substantial negative impact on our liquidity or financial condition. While we expect the total amount of the cash payments we will be required to make under the TRA will be substantial, we do not anticipate making any payments under the TRA prior to the first quarter of 2028. See the section entitled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” included in the Prospectus for more information.

Current wording

If certain mergers, asset sales, other forms of business combinations, or other changes of control occur, or if we elect early termination of the TRA, our obligations pursuant to the TRA would accelerate, becoming due and payable. In such circumstances, we could be required to make immediate payments equaling the present value of the anticipated future tax benefits contemplated in the TRA, which could have a substantial negative impact on our liquidity or financial condition. While we ultimately expect to make substantial payments pursuant to the TRA, we do not anticipate making any such payments prior to the first quarter of 2028. See the section entitled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” included in the Prospectus for more information.

Previous wording

Our operating cash flows are primarily influenced by the timing and receipt of advisory fees from clients, which are generally collected by our Investment Banking Advisory business upon completion of a transaction and by our Valuations and Opinions business generally within 30 days of billing, and the payment of operating expenses, including payments of incentive compensation to our managing directors and employees. We pay a significant portion of annual incentive compensation to non-partner employees in December of the calendar year with respect to the current year’s performance. We also pay a significant portion of annual incentive compensation to partners in March of the next calendar year with respect to the prior year’s performance.

Current wording

Our operating cash flows are primarily influenced by the timing and receipt of advisory fees from clients, which are generally collected by our Investment Banking Advisory business upon completion of a transaction and by our Valuations and Opinions business generally within 30 days of billing, and the payment of operating expenses, including payments of incentive compensation to our managing directors and employees. We pay a significant portion of annual incentive compensation in the first quarter of the following calendar year with respect to the current year’s performance.

Previous wording

A summary of our operating, investing and financing cash flows for the six months ended June 30, 2026 and 2025 is as follows:

Current wording

A summary of our operating, investing and financing cash flows for the nine months ended September 30, 2026 and 2025 are as follows: