Goldman Sachs & Co. LLC and Morgan Stanley are acting as joint lead book-running managers for the proposed offering. BMO Capital Markets, Citizens Capital Markets and Evercore ISI are acting as bookrunners for the proposed offering. Keefe, Bruyette & Woods, A Stifel Company and Wolfe | Nomura Alliance are acting as co-managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to the proposed offering may be obtained free of charge at the SEC’s website at www.sec.gov. Alternatively, the copies of the preliminary prospectus may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

A registration statement on Form S-1 relating to the proposed initial public offering has been filed with the SEC but has not yet been declared effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Lincoln International, a global investment banking advisory firm, announced today that the Lincoln Private Market Index (LPMI), an index that tracks changes in the enterprise value of U.S. privately held companies, decreased by 2.2% in Q1, driven primarily by a 7.8% decrease for technology companies (driven by an 8.8% decrease for software companies) and a 1.5% decrease for business services companies while all other industries remained flat or modestly up quarter-over-quarter. The S&P 500 exhibited similar trends, with enterprise values decreasing 3.5% since Q4, primarily due to a pullback in public software valuations. Notably, however, excluding the Magnificent 7, S&P 500 enterprise values grew by 0.7%, highlighting the resilience of less AI-impacted companies given the significant AI exposure of the Magnificent 7.

“While private company enterprise values have historically been driven by fundamental performance and near-term expectations of growth, Q1 marked a deviation from that trend for software companies,” noted Steve Kaplan, Neubauer Distinguished Service Professor of Entrepreneurship and Finance at the University of Chicago Booth School of Business, who assists and advises Lincoln on the LPMI. “Software company operating performance, in fact, remained positive on average in Q1. The decline in software valuations was entirely due to lower multiples for such businesses, reflecting market participants’ views of longer-term expectations around AI driven disruption.”

Despite a Flurry of Headwinds, Private Company Performance was Robust

The majority of private companies performed well in Q1. Lincoln observed an increase in the number of companies growing both revenue (69.8% vs. 68.6% in Q4) and EBITDA (62.6% vs. 61.7% in Q4) while also observing an increase in the magnitude of year-over-year growth in revenue (6.6% vs. 5.9% in Q4) and EBITDA (4.6% vs. 4.4 % in Q4) in Q1. Looking at software companies’ performance specifically, trends were also positive as 74.9% of software companies grew revenue and 67.0% grew EBITDA, while the magnitude of year-over-year growth was 6.6% for both revenue and EBITDA.

AI’s Impact on Software Valuations

It comes as no surprise that loan valuations for software and other highly AI-impacted businesses decreased meaningfully in Q1 despite the aforementioned resilience in performance to date. AI disruption risk is not necessarily a near-term headwind but rather a medium-to-longer term dynamic which nearly every company, not just software businesses, will need to grapple with. For software companies specifically, according to Lincoln Lens – Private Market Intelligence which captures the portfolio company valuations performed by Lincoln quarterly, there were a number of key determinants in the magnitude of fair value declines in software-based loans in Q1.

To set the stage, 20% of the outstanding principal of loans in Lincoln Lens – Private Market Intelligence in Q1 was to software companies, and the loan-to-value of these loans at the time of underwriting was on average 32%. Even after accounting for the decline in enterprise values observed in Q1, these loans, on average, have lower loan-to-value (LTV) than loans to borrowers in other industries. Specifically, as of today, the average LTV of software loans in Lincoln Lens is 42.2%, and the LTV of all other loans is 47.4%. However, not all software loans can be treated equally, and Lincoln views it as critical to dig a level deeper to understand the relative risk to any given software-based loan.

First and foremost, software companies can broadly be defined as either horizontally or vertically integrated, meaning that a business can either serve many industries with a general-purpose product (horizontal integration) or focus deeply on one industry or workflow (vertical integration). Historically, vertically integrated software businesses have been acquired at a premium relative to horizontally integrated software businesses. In Q1, the gap in enterprise values between the two widened to nearly 2.0x EBITDA. Putting a finer point on it, overall software valuation multiples declined to 14.3x EBITDA in Q1 (vs. an average of 15.2x since Q1 2024), whereas vertically integrated multiples declined to 15.0x (15.5x) and horizontally integrated multiples declined to 13.4x (14.7x). Therefore, there was meaningfully higher degradation of enterprise value and thus equity cushion (and conversely, an increase in LTV) for horizontally integrated software businesses given these are viewed as being more vulnerable to replacement by general purpose AI solutions.

Next, capital structures vary greatly among software borrowers. While more conservatively capitalized software businesses (i.e. lower LTV and / or lower EBITDA-based leverage) are not going to be immune to the potential for disruption from AI, they have a meaningfully higher cushion for their lenders as compared to a higher-leverage or higher-LTV borrower. Said differently, if cash flow becomes strained, or if equity value deteriorates, more conservatively capitalized businesses will still be able to service debt payments and, in the event of a business having to be sold at a discount relative to its original purchase multiple, the likelihood of the loan remaining covered by enterprise value is much higher than a loan to in a highly levered business.

Putting this all together, when looking at software loan valuations in Q1, the average fair value of loans to software business valued by Lincoln declined by 1.9% of par. Notably, however, this varies greatly depending on the loan’s LTV; the median decrease for loans by LTV was as follows: <35%: 0.8%, 35%-50%: 1.3% and >50%: 2.3%. Only time will tell which companies end up being winners or losers due to the rapid pace of AI adoption; however, it is clear, in today’s market, having a vertically integrated business with a more conservative capital structure provides a higher level of cushion and insulation from AI-based risk.

“The impact of AI will be far-reaching and touch nearly every business, not just software companies,” noted Ron Kahn, Managing Director and Co-Head of Lincoln International’s Valuations & Opinions Group. “The challenge for market participants is how to price that risk in today given both recent results and short-term expectations of performance are favorable. Each company needs to be evaluated for its relative risk of disruption, the sustainability of its business model and its capital structure leading into this transformative time.”

Outside of Software, Direct Lending Terms are Evolving

While cracks started to form for certain borrowers in 2025, those cracks generally not only didn’t widen in Q1 but actually started to stabilize. Covenant defaults remained steady at 3.1%, which was in line with the historical average dating back to 2020. PIK interest was present on 10.6% of all loans and represented 8.9% of total interest income, both of which remained relatively in line with what was observed throughout 2025. Similarly, bad PIK (i.e., investments with no PIK interest at close but with PIK interest today) was 55.7% of loans with PIK, or 5.9% of all loans, which may also be viewed as shadow default rate and was similarly in line with observations throughout 2025.

Lastly, while lender foreclosures continue to occur with $24.2 billion of principal foreclosed in 2025 and another $15.2 billion year-to-date in 2026. These foreclosures still remain concentrated in 2021 and 2022 vintage buyouts and still represent a small amount of total direct lending principal outstanding.

While these negative performance indicators are not worsening, because of concerns about software and redemptions in retail-focused funds, Lincoln has observed late in Q1 and early in Q2 that spreads were beginning to widen, and other lending terms were pivoting back to favor the lenders.

Is There a Direct Lending Problem?

Recent headlines raised questions about whether direct lending is approaching a deeper reckoning. At the borrower level, Lincoln Lens – Private Market Intelligence data suggests the answer is no. One reason that there may be a perceived problem is that income returns (i.e., the yield of underlying loans) have come down meaningfully in the past two years; however, yields are in line with the historical levels for the asset class, and some may be taking a very short-term view of asset-level returns. Putting a finer point on it, in Q1 2024, average unitranche spreads were S+5.50% to S+6.25% with spot SOFR sitting at 5.3% implying an all-in yield around 11.8% when also considering the impact of OID. Zooming forward to today, average unitranche spreads sit at S+4.75% to S+5.50%, with spot SOFR at 3.70% and smaller closing fees, implying a yield of 8.9%. That roughly 3% decline in yield seems steep at its face, but the 11.8% was simply not sustainable in the context of what historically has been a high single-digit yield for the asset class.

There is also fear from some that defaults may rise and lead to significant losses for private credit managers, their lenders and ultimately investors. While not every fund is created equal, Lincoln performed an analysis to assess what a spike in defaults may do to fund level returns. Assuming a 5-year fund life with an average unitranche spread of 5.0% over SOFR, unlevered returns would measure at roughly 9.0%. If the portfolio were to be stressed with a 10% cumulative default rate with the first default beginning in year 2 and an assumed recovery rate of 65%, unlevered returns would decrease to around 8.3%, implying a 0.7% decrease in unlevered returns. While this is certainly impactful, it does not suggest widespread erosion of returns for the asset class.

“Direct lending is at a defining point in its lifecycle,” noted Kahn. “Some view the current market backdrop as one of the first true tests of the asset class, but Lincoln Lens – Private Market Intelligence data shows that direct lending is well-positioned to weather even an unprecedented and unlikely level of defaults, and there is a case to be made that spreads for direct lending loans may start to widen further increasing returns for lenders.”

The post The Lincoln Private Market Index: Broader Private Market Trends Were Stable Despite Software-Driven Decline appeared first on Lincoln International LLC.

“France is one of the top three private capital markets in Europe and continues to present significant opportunities for sponsors, lenders and borrowers alike,” said Aude Doyen, Managing Director & Co-Head of Capital Advisory, Europe. “Benoit brings deep local market knowledge, strong relationships and a proven ability to advise clients on complex financing situations, both in France and on cross-border transactions. His arrival further strengthens our ability to help clients navigate an increasingly active and sophisticated financing environment.”

Benoit’s hiring reflects Lincoln’s continued investment in expanding its capital advisory capabilities in Europe and globally.

“With Benoit joining the team, we are adding further depth to our financing advisory capabilities,” said Daniele Candiani, Managing Director & Co-Head of Capital Advisory, Europe. “His expertise in LBO financing is especially important as we continue to broaden our coverage of sponsor-backed clients and expand the range of capital solutions we bring to the market. Benoit enhances an already well-established Paris and European platform and will play an important role in executing on our growth strategy.”

Benoit has a successful track record of advising on a variety of financing needs including acquisitions, refinancings, recapitalizations, special situations and fund financing. He leverages a deep knowledge of the French / European bank and private debt markets to deliver the best outcomes for his clients.

“My own approach to capital advisory aligns closely with Lincoln’s firmwide ethos, as both are rooted in strong dealmaking capabilities and a client-centric mindset,” said Benoit. “I look forward to leveraging Lincoln’s platform to deliver outstanding results for my clients.”

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The registration statement has not yet become effective. The Class A common stock may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The proposed initial public offering is expected to commence after the SEC completes its review process. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.

Lincoln International has applied to list its Class A common stock on the New York Stock Exchange under the ticker symbol “LCLN.” Goldman Sachs & Co. LLC and Morgan Stanley are acting as joint lead book-running managers for the proposed offering. BMO Capital Markets, Citizens Capital Markets and Evercore ISI are acting as bookrunners for the proposed offering. Keefe, Bruyette & Woods, A Stifel Company and Wolfe | Nomura Alliance are acting as co-managers for the proposed offering.

A copy of the registration statement on Form S-1 filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Copies of the preliminary prospectus, when available, may also be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

This announcement is being made pursuant to, and in accordance with, Rule 134 under the Securities Act of 1933, as amended. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offer will be made only by means of a prospectus.

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“Don’s hiring comes at a pivotal time for the pharmaceutical services sector,” said Roderick O’Neill, Managing Director, Global Head of Healthcare Investment Banking at Lincoln International. “Private equity interest in pharmaceutical services platforms has flourished in recent years, and our clients will be well-served by his deep experience advising across the pharmaceutical development continuum.”

Over the last five years, biopharma has raised over $400 billion through the public and private funding markets, and large pharmaceutical companies have allocated over $800 billion to R&D. The pharmaceutical services sector has resultingly experienced robust growth and achieved significant scale, which has driven over 30,000 Phase I-III clinical trial starts and nearly 400 novel active substance global launches over the same period.

“Lincoln’s Healthcare Group advises best-in-class platforms operating in highly attractive end markets,” said Emily Wildes, Managing Director & Co-Head of Lincoln’s Healthcare Group. “Pharmaceutical services is a natural fit for our advisory capabilities, particularly as we continue to expand the breadth of solutions we provide to clients.”

Don has advised private equity-backed businesses, private equity sponsors, corporates and owner-operator-led businesses throughout his career. His focus at Lincoln will be advising clients who provide services and technologies to leading life sciences companies across the pharmaceutical services ecosystem, from early-stage discovery, into clinical development, through approval and beyond.

“Early in my career, I worked directly advising leading, innovative biotechnology companies, which has provided me with unique insights into the challenges and pain points throughout drug development stages and how pharmaceutical services companies are best positioned to partner with their clients to address them,” said Don. “I look forward to bringing my unique perspective and transaction experience to Lincoln’s established healthcare advisory platform.”

The post Lincoln International Adds Don Matz as Managing Director, Establishing Pharmaceutical Services M&A Coverage appeared first on Lincoln International LLC.

Our transaction opinions & board advisory team has once again earned top-tier placements in LSEG’s Q1 2026 league tables. Lincoln’s team was recognized as:

• #1 Global
• #2 U.S.
• #2 Americas
• #1 Europe
• #1 Asia-Pacific

Read the complete rankings.

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“We are thrilled to welcome Tom as a Senior Advisor to our valuations professionals,” said Ron Kahn, Managing Director & Global Co-Head of Valuations & Opinions. “Throughout his distinguished career as an investor, executive and board leader, Tom has established a reputation as a leader who builds cohesive, values-driven cultures and achieves sustainable growth. His insights will be invaluable as we continue to grow the scope and capabilities of Lincoln’s valuations advisory practice.”

Tom has extensive experience advising management teams, boards and investors on capital formation, strategic growth initiatives and value creation. He has also led numerous complex restructurings, including distressed investments, recapitalizations and operational turnarounds.

“Lincoln’s reputation as a proactive and trustworthy leader in the valuations space is one of the many reasons I am excited to begin my role as a Senior Advisor,” said Tom. “My own advisory approach emphasizes disciplined investing and the creation of enduring enterprise value, which is deeply aligned with the values and culture that drive Lincoln as a firm.”

Connect with Tom and Lincoln’s Valuations & Opinions leaders to learn how our team can help drive your success.

The post L. Thomas Gregory joins Lincoln International as a Senior Advisor appeared first on Lincoln International LLC.

“We are thrilled to welcome Chris to Lincoln as we continue to build on the strong momentum of our transaction opinions and board advisory offering,” said Chris Croft, Managing Director & Co-Head of transaction opinions & board advisory. “Chris brings deep experience that further strengthens our ability to deliver independent, high-quality advice to GPs, boards of directors and other corporate decision makers.”

Chris has advised sponsors and boards on a wide range of complex transactions, including going-private transactions, de-SPAC transactions, spin-offs, carve-outs, mergers, dividend recapitalizations, share repurchases, down-round financings and rights offerings.

“I’ve had the privilege of knowing and working with Chris for nearly two decades and have seen firsthand the strength of his judgment, work ethic and commitment to clients,” said Chris Gregory, Managing Director & Co-Head of transaction opinions & board advisory. “Having spent much of our careers working together, I’m especially excited to welcome him to Lincoln. Chris brings a level of experience and perspective that will further enhance our ability to deliver thoughtful, high-quality advice as we continue to grow the practice.”

As secondary markets continue to mature and transaction complexity increases, independent transaction opinions and rigorous valuation support have become increasingly critical to corporate governance processes. Lincoln’s continued investment in its transaction opinions & board advisory practice positions the firm to meet this growing demand.

“2026 is an exciting time to join Lincoln’s highly regarded transaction opinions and board advisory practice,” said Chris Swiecicki. “I look forward to collaborating with Lincoln’s team to deliver independent, defensible financial advice that supports critical decisions for sponsors and boards.”

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Prior to joining Lincoln, Kunal was at Arma Partners, where he spearheaded several landmark transactions across software verticals, including the sale of Anaqua to Nordic Capital; the sale of Kerridge Commercial Systems (now Klipboard) to CapVest; the sale of German-listed GK Software to Fujitsu; and the sale of RGI to CVC.

“Software remains the most sought-after technology asset class for our clients and is a primary driver of growth across the sector,” said Harald Mährle, Managing Director & Global Co-Head of Technology. “Kunal’s demonstrated expertise in this area will be an invaluable asset as we continue to scale Lincoln’s software presence across Europe.”

With Kunal’s hiring, Lincoln’s European technology team grows to 11 Managing Directors, reflecting the firm’s continued commitment to delivering exceptional outcomes for clients across the region.

“I look forward to joining the Lincoln platform at a pivotal time for our industry,” said Kunal. “My clients will benefit from the combination of my own sector expertise and Lincoln’s global reach and proprietary insights into software valuations and transaction trends.”

The post Lincoln International Adds Kunal Kalra as Managing Director, Expanding Software Coverage in Europe appeared first on Lincoln International LLC.

“As we continue building upon our top-tier technology services advisory team in Europe, Sara’s hiring expands both our geographic presence and our domain expertise,” said Harald Mährle, Managing Director & Global Co-Head of Technology. “Her proven track record advising on high-profile transactions for market-leading companies complements Lincoln’s established reputation as a sector expert.”

Sara has advised on marquee technology services transactions across France, Italy, Spain, Benelux and Switzerland. She focuses her efforts within the cybersecurity and data & AI verticals, which are core drivers of growth in the sector.

With Sara’s hiring, Lincoln’s European technology services team grows to five Managing Directors, reflecting the firm’s continued commitment to delivering exceptional outcomes for clients across the continent.

“I am excited to join Lincoln amid strong firm-wide and sectoral momentum,” said Sara. “With AI and cybersecurity trends fueling investor demand, I look forward to leveraging Lincoln’s platform to deliver outstanding results for my clients.”

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