Lincoln International, Inc. · NYSE:LCLN
Lincoln International — Earnings Presentation (May 2026)
20 slides from Lincoln International's earnings presentation, May 20, 2026
Slide 1: Market Insights: A Survey on M&A Disputes
Market Insights: A Survey on M&A Disputes Wednesday, May 20, 2026
Slide 2: Today's Webinar Speakers
Today’s Webinar Speakers Charles Blank Tom Cassidy Managing Director, Vice President, Disputes Leader Disputes 2
Slide 3: Our International, Integrated Platform Drives Results
Our International, Integrated Platform Drives Results Globally integrated across 30+ offices and 1,400+ professionals worldwide 2025 Client Type; 2025 Transaction Type; All Transactions All Transactions 7% 11% 31% 33% 56% 62% Private Equity M&A Private PFA, Opinion, Board Advisory & Other Public Cap
Slide 4: Agenda
Agenda 1 Closing Statements are Increasingly Contested 2 Experience Appears to Influence RWI Claim Outcomes 3 Neutral Accountants are Infrequently Used but Viewed as Effective 4 Differences Between Target and Closing NWC are Often Operational, not Accounting-driven
Slide 5: Closing Statements are Increasingly Contested
Closing Statements are Increasingly Contested Section 1
Slide 6: Illustrative Post-Closing Purchase Price Adjustment Process
Illustrative Post-Closing Purchase Price Adjustment Process* Closing Statement Closing Statement Good Faith Accounting Arbitration Preparation Period Review Period Negotiation Period Period (if necessary) (if necessary) Closing + 90 days + 120 days + 150 days Buyer files Seller files Dispute Notice
Slide 7: Value-maximization Strategies Influence Buyer's Closing Statements
Value-maximization Strategies Influence Buyer’s Closing Statements ~60% 52% of buyers strike a balance between value-maximization and consistency with the target’s historical accounting treatments described that, as a buyer, they incorporate some 8% degree of value- maximization into closing …with 8
Slide 8: Sellers Respond to Value-max with Increased Closing Statement Scrutiny
Sellers Respond to Value-max with Increased Closing Statement Scrutiny Increased modestly 39% ~64% reported increased seller scrutiny of Increased significantly 25% closing statements Remained the same 36% 8
Slide 9: Increased Scrutiny Associated with Neutral Accountant Escalation
Increased Scrutiny Associated with Neutral Accountant Escalation 47% Respondents who reported significantly increased sell-side closing statement scrutiny also reported escalation at least occasionally. 31% Reporting modest change in seller scrutiny “Occasional” escalation rate drops to roughly 31%
Slide 10: Experience Appears to Influence RWI Claim Outcomes
Experience Appears to Influence RWI Claim Outcomes Section 2
Slide 11: RWI Recovery Outcomes Vary
RWI Recovery Outcomes Vary Experience in RWI Claims Among Respondents 67% ~33% Never 1–5 times 27% of respondents have pursued accounting issues through RWI at least once More than 5 times 5% RWI Outcomes Claims denied 4% ~96% Limited recoveries 59% of those respondents report some level of recovery
Slide 12: "Strong" Recoveries Reported More Often by More Experienced Participants
“Strong” Recoveries Reported More Often by More Experienced Participants 27% 5% Of respondents had Of respondents had 1-5 RWI claims +5 RWI claims OF THOSE OF THOSE 31% 70% Reported a Reported a “strong” recovery “strong” recovery 12
Slide 13: Neutral Accountants are Infrequently Used but Viewed as Effective
Neutral Accountants are Infrequently Used but Viewed as Effective Section 3
Slide 14: Neutral Accountant Process is Viewed as Effective Across Experience Levels
Neutral Accountant Process is Viewed as Effective Across Experience Levels 526 Total Respondents ~89% have experience in post-close 466 M&A accounting disputes involving working capital or earnouts ~24% have escalated those disputes 110 to a neutral accountant at least once every 2 years 94 ~85% of
Slide 15: Differences Between Target and Closing NWC are Often Operational
Differences Between Target and Closing NWC are Often Operational, not Accounting-driven Section 4
Slide 16: The Tension Between Target and Closing Working Capital
The Tension Between Target and Closing Working Capital Positive Negative Value Value Closing Target Working Working OR Capital Capital Seller-favorable Buyer-favorable purchase price purchase price adjustment adjustment Many disputes start with a mismatch between how the target working capital was s
Slide 17: What Actually Drives Differences from Target to Closing Working Capital
What Actually Drives Differences from Target to Closing Working Capital Business volatility / seasonality 41% Differences in accounting assumptions 34% Inadequate diligence at signing 14% Post-signing operational changes 11% 17
Slide 18: Big Picture
Big Picture 1 2 3 4 Deliberate alignment Disputes are increasing RWI recovery depends Neutral accountant of target and closing with additional scrutiny on preparation process is effective working capital can help by sellers and documentation when used avoid surprises 18
Slide 19: Charles Blank Tom Cassidy
Charles Blank Tom Cassidy Managing Director Vice President cblank@lincolninternational.com tcassidy@lincolninternational.com
Slide 20: Thank You!
Thank You! —~ \ “/,™ sam
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