Redeemable Noncontrolling Interest and Stockholders’ Equity

6 Months Ended

Jun. 30, 2026

Equity [Abstract]

Redeemable Noncontrolling Interest and Stockholders’ Equity

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 series. 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.

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.

Redeemable Noncontrolling Interest and Stockholders’ Equity

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.

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 millionRedeemable 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 series. 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.

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.