What changed in this filing

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Item 1A. Risk Factors

2026-02-23 compared with 2025-02-24 · 78 added, 58 removed, 483 unchanged (22% of the section changed)

30 unchanged sentences

• Our international operations are subject to certain risks, which may affect our revenue.

• Our use of AI and development, integration and reliance on related third-party technologies could adversely affect our business, financial condition, results of operations and reputation.

• Other operational risks may disrupt our businesses, result in regulatory action against us or limit our growth.

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• The financial services industry faces substantial litigation and regulatory risks, and we may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory or if conflicts of interest should arise.

• Expectations and regulations relating to ESG considerations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

• Employee misconduct, which is difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm.

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Unfavorable economic and market conditions have in the past adversely affected and could again in the future adversely affect our financial performance in both the Financial Advisory and Asset Management businesses.

The future market and economic climate may deteriorate because of many factors, such as a general slowing of economic growth globally or regionally, periods of disruption or volatility in securities markets, volatility and tightening of liquidity in credit markets, volatility or significant realignments in currency markets, an evolving regulatory environment (and the timing and nature of regulatory reform), increases in interest rates, supply chain disruptions, inflation, corporate or sovereign defaults, natural disasters, pandemics, terrorism or political uncertainty or instability.

The future market and economic climate may deteriorate because of many factors, such as a general slowing of economic growth globally or regionally, periods of disruption or volatility in securities markets, volatility and tightening of liquidity in credit markets, volatility or significant realignments in currency markets, an evolving regulatory environment (and the timing and nature of regulatory reform), increases in interest rates, supply chain disruptions, inflation, corporate or sovereign defaults, extreme weather events or natural disasters, pandemics, recession, terrorism, cyberthreats, or political uncertainty or instability.

For example, revenue generated by our Financial Advisory business is directly related to the volume and value of the transactions in which we are involved.

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For example, changes, or proposed changes, to international trade and investment policies of the U.S.

and other countries, such as new or increased tariffs, could negatively affect market activity levels, and the new U.S.

presidential administration has increased tariffs on imports from China and proposed imposing or increasing tariffs on U.S.

trading partners.

and other countries, such as new or increased tariffs, could negatively affect market activity levels.

Our results of operations would be adversely affected by any such reduction in the volume or value of M&A transactions.

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Global financial markets and economic conditions have experienced, and may continue to experience, volatility and disruptions due to geopolitical conditions, military conflicts, wars and acts of terrorism globally, including as a result of the events themselves and the responses, such as the imposition of sanctions, by the U.S., the European Union and other countries.

Geopolitical instability, conflicts and related sanctions that have been or may be imposed may have further global

economic and other consequences, including reduced consumer confidence, decreased economic growth, increased inflation and higher interest rates, each of which could adversely affect our performance in both our Financial Advisory and Asset Management businesses resulting from, among other things, decreased M&A activity and downward pressure on assets under management.

Geopolitical instability, conflicts and related sanctions that have been or may be imposed may have further global economic and other consequences, including reduced consumer confidence, decreased economic growth, increased inflation

and higher interest rates, each of which could adversely affect our performance in both our Financial Advisory and Asset Management businesses resulting from, among other things, decreased M&A activity and downward pressure on assets under management.

In addition, businesses have seen, and expect to continue to see, increased risks of cyberattacks related to geopolitical and military conflicts, including in retaliation for sanctions imposed by the United States and other countries.

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Our financial statements are denominated in U.S.

Dollars and, for the year ended December 31, 2024, we received a portion of our consolidated net revenue in other currencies, predominantly in Euros and British Pounds.

Dollars and we received a portion of our consolidated net revenue in other currencies, predominantly in Euros and British Pounds.

In addition, we pay a portion of our expenses in such other currencies.

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We experience significant fluctuations in quarterly revenue and profits.

These fluctuations generally can be attributed to the fact that we earn a substantial portion of our Financial Advisory revenue upon the successful completion of a transaction or a restructuring, the timing of which is uncertain and is not subject to our control.

These fluctuations generally can be attributed to the fact that we earn a substantial portion of our Financial Advisory revenue upon the successful completion of a transaction, a financing, or a restructuring, the timing of which is uncertain and is not subject to our control.

As a result, our Financial Advisory business is highly dependent on market conditions and the decisions and actions of our clients, interested third parties and governmental authorities.

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We must retain the services of our managing directors and other key professional employees, and strategically recruit and hire new talented employees, to obtain and successfully execute the Financial Advisory and Asset Management engagements that generate substantially all of our revenue.

In general, our industry continues to experience change and be subject to significant competitive pressures with respect to the retention of top talent, which makes it more difficult for us to retain professionals.

In general, our industry continues to experience significant competitive pressures with respect to the retention of top talent, which makes it more difficult for us to retain professionals.

Loss of key employees may occur due to perceived opportunity for promotion, compensation levels or composition of compensation, work environment, retirement or the pursuit of philanthropic, civic or similar service opportunities or other individual reasons, some of which may be beyond our control.

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Certain changes to our employee compensation arrangements may result in increased compensation and benefits expense.

In addition, any changes to the mix of cash and deferred incentive compensation granted to our employees may affect certain financial measures applicable to our business, including ratios of compensation and benefits expense to revenue, and may result in the issuance of increased levels of common stock to our employees upon vesting of restricted stock units, restricted stock awards, performance-based restricted stock units (“PRSUs”), profits interest participation rights (“PIPRs”) or other equity-based awards in a particular year.

In addition, any changes to the mix of cash and deferred incentive compensation granted to our employees may affect certain financial measures applicable to our business, including ratios of compensation and benefits expense to revenue, and may result in the issuance of increased levels of common stock to our employees upon vesting of restricted stock units, restricted stock awards, profits interest participation rights (“PIPRs”) or other equity-based awards in a particular year.

Our compensation levels, results of operations and financial position may be significantly affected by many factors, including general economic and market conditions, our operating and financial performance, staffing levels and competitive pay conditions.

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• there are relatively few barriers to entry impeding the launch of new asset management and financial advisory firms, including a relatively low cost of entering these businesses, and the successful efforts of new entrants, including major banks and other financial institutions, into our lines of business have resulted in increased competition;

• our Financial Advisory business competes against bulge-bracket institutions, who have a large range of product and services to offer clients;

• other industry participants will from time to time seek to recruit our employees away from us in order to compete in our lines of business;

• certain of our practices and products are newly established and relatively small.

In addition, many of our competitors have the ability to offer a wide range of products, from loans, deposit-taking and insurance to brokerage, asset management and investment banking services, including products and services which we do

not currently offer, which may enhance their competitive position.

They may also have the ability to support investment banking, including financial advisory services, with commercial banking, insurance and other financial services in an effort to gain market share, which could result in pricing pressure in our businesses.

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As part of our Financial Advisory business, we sometimes act as an underwriter in public offerings and other distributions of securities or as a financial advisor in connection with a capital raise.

While not an ordinary part of our business, if we act as an underwriter, we may incur losses and be subject to reputational harm to the extent that, for any reason, the underwriting syndicate in any given transaction is unable to sell the relevant securities at the anticipated price levels.

Similarly, we may incur losses and be subject to reputational harm to the extent that, for any reason, we are unable to assist a client in raising capital at anticipated price levels when we act as financial advisor.

In addition, if we act as an

underwriter, deal manager or financial advisor, we may also be subject to liability for material misstatements or omissions in prospectuses and other offering documents relating to the applicable transactions.

In addition, if we act as an underwriter, deal manager or financial advisor, we may also be subject to liability for material misstatements or omissions in prospectuses and other offering documents relating to the applicable transactions.

In such cases, any indemnification provisions in the applicable underwriting, deal manager or financial advisory agreement may not be available to us or may not be sufficient to protect us against losses arising from such liability.

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Even when securities prices are rising generally, performance can be affected by investment style and mix of asset classes.

For example, many of the equity investment strategies in our Asset Management business share a common investment orientation towards relative value investing.

We believe this style tends to outperform the market in some market environments and underperform it in others.

For example, many of the equity investment strategies in our Asset Management business share a common investment orientation towards relative value or quality investing.

We believe these styles tend to outperform the market in some market environments and underperform it in others.

In particular, a prolonged growth environment, as we have seen over the last several years, may cause some of our investment strategies to go out of favor with some clients, advisors, consultants or third-party intermediaries.

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Certain of our investments are in relatively high-risk, illiquid assets, and we may lose some or all of the principal amount of these investments or fail to realize any profits from these investments for a considerable period of time.

We have made, and in the future may make, principal investments in public or private companies or in alternative investments (including private equity funds) established by us, and we continue to hold principal investments directly or through funds managed by certain affiliates of Lazard, including Edgewater, as well as third parties.

Making principal investments is risky, and we may lose some or all of the principal amount of our investments.

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If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results.

Our use of AI and development, integration and reliance on related third-party technologies could adversely affect our business, financial condition, results of operations and reputation.

We are integrating AI tools into our business and may expand the number and use of these tools over time, including to support research, analysis, drafting, summarization and workflow automation.

As AI use expands and evolves toward more automated workflows, we may face increased operational, compliance and quality-control risks, particularly to the extent we shift toward more autonomous AI agents and expand data connectivity across our AI tools.

Our use of AI may also result in

reliance on third-party vendors, including AI tool providers and data licensors, and we may have limited ability to negotiate contractual protections or other safeguards that fully address the risks.

In addition, our competitors may adopt AI more effectively, which could reduce our competitiveness, increase pricing pressure or adversely affect our ability to attract and retain clients and talent.

Our clients or other third parties may use AI to perform some functions that historically drove demand for our services, which could have a negative impact on our business.

AI systems are complex and may produce inaccurate, incomplete, biased or otherwise flawed output that may be difficult to validate or supervise.

If AI-assisted work product contains errors, or if human oversight is insufficient, we could provide incorrect advice or fail to meet applicable legal, regulatory, contractual and professional obligations or standards, exposing us to liability and reputational harm.

The legal and regulatory environment relating to AI is rapidly evolving, and regulators are increasingly applying existing laws to AI use, including with respect to data privacy, cybersecurity, employment, anti-discrimination, intellectual property, record keeping, and financial regulatory and supervision.

Moreover, AI-specific laws and regulations are being adopted both globally in jurisdictions where we operate and in the U.S.

by states, regulatory agencies, and in Congress, where a number of proposed federal bills are pending.

If our disclosures or communications regarding AI are inaccurate or inconsistent with our actual practices, we could face regulatory scrutiny, enforcement actions, litigation and reputational harm.

Use of AI tools may also complicate supervision, testing, recordkeeping and auditability requirements applicable to our businesses, including where prompts, outputs or AI-assisted communications constitute records that must be retained, monitored or produced to regulators.

AI tools may generate outputs that are alleged to infringe, misappropriate or otherwise violate third-party intellectual property or other rights, or that raise questions regarding ownership, protectability or permissible use of AI-assisted work product.

Additionally, our use of AI may heighten risks relating to confidentiality, data privacy, information security and compliance with contractual and licensing restrictions.

AI tools may require inputting or processing sensitive information, including proprietary Lazard information, as well as confidential client and third party data.

We face the risk of unauthorized disclosure of such information due to cybersecurity incidents, system vulnerabilities, human error, or use of data in a manner that contravenes contractual restrictions such as non-disclosure agreements.

Any improper disclosure or compromise of sensitive information could harm clients, lead to litigation, trigger regulatory inquiries and cause reputational damage.

Our use of AI may also depend on access to, and permissible use of, third-party data, research and content under commercial licenses, and AI-enabled ingestion, summarization or reuse of such materials could result in contractual disputes, termination of access, or liability.

As we connect AI tools to internal systems and data sources and deploy more automated workflows, errors, misuse, compromise or misconfigurations could have amplified impacts, including unauthorized access to data, unintended actions, or the rapid propagation of inaccurate information.

AI may also increase cybersecurity and fraud risks.

Threat actors may use AI to automate attacks or create more convincing phishing or impersonation attempts.

Although we have adopted a global AI governance framework and other controls designed to promote responsible AI use, these may not be fully effective, may not be consistently applied across the firm, or may not evolve quickly enough to keep pace with technological, regulatory or competitive developments.

If any of the foregoing risks materialize, our business, financial condition, results of operations and reputation could be materially and adversely affected.

Other operational risks may disrupt our businesses, result in regulatory action against us or limit our growth.

Our business is highly dependent on communications and information systems, including those of our vendors.

Any failure or interruption of these systems, whether caused by fire, other natural disaster, power or telecommunications failure, geopolitical instability, act of terrorism or war, system modification or upgrade or a delay of any modification or upgrade or

otherwise, could materially adversely affect our business.

Any failure or interruption of these systems, whether caused by fire, extreme weather events, other natural disaster, power or telecommunications failure, geopolitical instability, act of terrorism or war, system modification or upgrade or a delay of any modification or upgrade or otherwise, could materially adversely affect our business.

Although back-up systems are in place, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate.

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Certain investment teams within our Asset Management business, for example, employ proprietary systems, including quantitative models, in connection with their investment processes.

These systems and models are often designed and, with assistance from technology personnel, maintained by employees who are members of those investment teams.

These systems and models are often designed and, with

assistance from technology personnel, maintained by employees who are members of those investment teams.

If any of the foregoing systems fails to operate properly or is disabled, including for reasons beyond our control, we could suffer material financial loss, a disruption of our businesses, liability to clients, regulatory intervention and reputational damage.

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Such further actions could include expanding current or enacting new standards, requirements and rules that may be applicable to us and our subsidiaries.

The effect, complexity and scope of any such expanded or new standards, requirements and rules is uncertain

and could increase costs of compliance, monitoring and reporting and result in increased potential for litigation, sanctions and other liabilities, all of which could have adverse consequences to our business, financial condition and results of operations.

The effect, complexity and scope of any such expanded or new standards, requirements and rules is uncertain and could increase costs of compliance, monitoring and reporting and result in increased potential for litigation, sanctions and other liabilities, all of which could have adverse consequences to our business, financial condition and results of operations.

While we continue to examine the requirements of new regulations that may become applicable to us in the U.S.

and in the European Union (see “Business—Regulation” above), and previously announced actual or potential regulations that may be modified, we are not able to predict the ultimate effect on us.

In addition, we face increasingly diverging expectations and demands from our stakeholders and our regulators on certain topics, including sustainability and other matters, and jurisdictions in which we operate have adopted or proposed differing or conflicting laws, regulations or policies on these topics.

If we are not able to adequately recognize and respond to such developments and such diverging expectations, we may become subject to additional legal or regulatory risk, face increased social, investor or other scrutiny, incur unexpected costs or experience damage to our reputation, in each case that could have a material adverse effect on our business.

The regulatory environment in which our clients operate may also impact our business.

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The activities of our Financial Advisory business may subject us to the risk of significant legal actions by our clients and third parties, including our clients’ stockholders, under securities or other laws.

Such legal actions may include allegations relating to aiding and abetting breaches of fiduciary duties and to materially false or misleading statements or misrepresentations made in connection with securities and other transactions, including private placements.

Such legal actions may include allegations relating to aiding and abetting breaches of fiduciary duties and to materially false

or misleading statements or misrepresentations made in connection with securities and other transactions, including private placements.

We may also be exposed to potential liability for the fairness opinions and other advice provided to participants in transactions.

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Substantial legal liability or significant regulatory or governmental action against us could materially adversely affect our business, financial condition or results of operations and cause significant reputational harm to us, which could seriously harm our business.

Expectations and regulations relating to ESG considerations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

As a financial services firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and high-caliber professional services to attract and retain clients.

Companies across all industries are facing increasing scrutiny from customers, clients, regulators, investors, and other stakeholders related to their ESG practices and disclosures.

As a result, there is demand for information related to ESG factors, such as climate change, natural resources, waste reduction, energy, human capital, and risk oversight, including with respect to our supply chain, which expands the scope and complexity of matters that we are expected to assess and report.

We make statements about our ESG goals and initiatives through our Corporate Sustainability reporting and our Asset Management Sustainable Investing perspectives, which are available on our public websites.

We may not achieve our ESG goals and initiatives.

In addition, some stakeholders may disagree with our goals and initiatives.

Any failure, or perceived failure, to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us or client dissatisfaction and materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Employee misconduct, which is difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm.

There have been a number of highly publicized cases involving fraud or other misconduct by employees in the financial services industry generally, and we run the risk that employee misconduct could occur in our business as well.

We run the risk that employee misconduct could occur in our business.

For example, misconduct by employees could involve the improper use or disclosure of confidential information, which could result in legal action, regulatory sanctions and reputational or financial harm.

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In recent years, the U.S.

Department of Justice and the SEC have also devoted greater resources to the enforcement of the Foreign Corrupt Practices Act.

In addition, the U.K., France and other jurisdictions have expanded the reach of their anti-bribery laws.

Department of Justice and the SEC have announced the de-prioritization of resources related to enforcement of the Foreign Corrupt Practices Act.

In contrast, the U.K., France and other jurisdictions have expanded the reach of their anti-bribery laws.

While we have developed and implemented policies and procedures designed to ensure compliance with anti-bribery and other laws, such policies and procedures may not be effective in all instances to prevent violations.

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Additionally, certain of our third-party vendors or service providers, which may process or otherwise have access to confidential or sensitive data, may have instituted policies allowing their respective employees who are capable of performing their functions remotely to do so and implementing or expanding back-up procedures and capabilities, and may be experiencing a growing demand for their services.

As such, such vendors and service providers may be more susceptible

to interruptions or confidentiality or security breaches than in prior periods.

As such, such vendors and service providers may be more susceptible to interruptions or confidentiality or security breaches than in prior periods.

Any failure of or interruption to their systems or any back-up procedures and capabilities as a result of such actions or such growth in demand could materially adversely affect our business, financial condition and results of operations .

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and foreign jurisdictions and we earn a significant amount of our income outside the U.S.

A change in the mix of earnings and losses in countries with differing statutory tax rates may result in higher effective tax rates for the company.

A change in the mix of earnings and losses or challenge to our transfer pricing methods may result in income generated in countries with higher statutory tax rates than the U.S..

Our effective tax rate is based upon the application of currently enacted income tax laws, regulations and treaties, and upon our non-U.S.

subsidiaries’ ability to qualify for benefits under those treaties and those laws, regulations and treaties, and the administrative and judicial interpretations of them are subject to change at any time and such changes may adversely impact our effective tax rate.

For example, the Tax Cuts and Jobs Act of 2017 includes several international provisions applicable to us and the Inflation Reduction Act of 2022 imposes, among other items, a 1% excise tax on net stock repurchases made by certain publicly traded corporations which may impact us and consequently, we continue to monitor guidance and regulations on such provisions.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”), was signed into law.

OBBBA permanently extended and modified certain domestic and international provisions from the 2017 Tax Cuts and Jobs Act and introduced new domestic and international tax provisions.

The effect of these provisions on us in future periods will depend on any guidance issued by the U.S.

Treasury and the U.S.

Internal Revenue Service (“IRS”).

All of these provisions are complex and changes to such provisions or our interpretation of them could adversely impact our effective tax rate in future years.

Multiple levels of government, foreign legislatures and international organizations, such as the Organization for Economic Cooperation and Development (“OECD”) and the European Union, are increasingly focused on tax reform and have proposed and implemented tax legislation and regulations that could affect the taxation of multinational companies.

For example, the implementation of the OECD directives may vary by country in which we operate and could unfavorably impact our overall tax rate.

Tax authorities may challenge our tax computations and classifications, our transfer pricing methods and our application of related policies and methods.

Our tax returns are subject to audit by U.S.

federal, state, local and foreign tax authorities.

These authorities may successfully challenge certain tax positions or deductions taken by our subsidiaries.

For example, tax authorities may contest intercompany allocations of fee income, management charges or interest charges among affiliates in different tax jurisdictions.

While we believe that we have provided the appropriate required reserves, it is possible that a tax authority may disagree with all, or a portion, of the tax benefits claimed.

If a tax authority were to successfully challenge our positions, it could result in significant additional tax costs or payments under the tax receivable agreement described below.

In recent years the Organization for Economic Cooperation and Development (“OECD”) promulgated rules that require a minimum level of taxation in each of the member countries.

Complex rules accompany this mandate, and the minimum level of taxation is computed under the new OECD rules, thereby causing concerns of higher global taxes.

However, on January 5, 2026, the OECD/G20 announced a Side‑by‑Side (“SbS”) package, which is intended to exempt U.S.

based multinationals from major portions of these rules.

Certain multinationals based in other countries may also be exempted in the future if they become eligible.

We continue to evaluate the impact of new developments on our effective tax rate.

Anti-takeover provisions in our organizational documents and Delaware law could delay or prevent a change in control.

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The IRS may challenge the tax basis increases upon which payments are based and, under certain circumstances, our subsidiaries may have made or could make payments under the Amended and Restated Tax Receivable Agreement in excess of our subsidiaries’ cash tax savings.

As further discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Income Taxes” and Note 21 of Notes to Consolidated Financial Statements, the Second Amended and Restated Tax Receivable Agreement, dated as of October 26, 2015 (the “Amended and Restated Tax Receivable Agreement”), between Lazard and LTBP Trust, a Delaware statutory trust (the “Trust”), provides for the payment by our subsidiaries to the Trust of a significant portion of the cash savings, if any, in U.S.

Receivable Agreement”), between Lazard and LTBP Trust, a Delaware statutory trust (the “Trust”), provides for the payment by our subsidiaries to the Trust of a significant portion of the cash savings, if any, in U.S.

federal, state and local income tax or franchise tax that we actually realize as a result of certain tax benefits that are subject to the Amended and Restated Tax Receivable Agreement.

Any amount paid by our subsidiaries to the Trust will generally be distributed to the owners of the Trust, which includes certain of our executive officers, in proportion to their beneficial interests in the Trust.

Any amount paid by our subsidiaries to the Trust will generally be distributed to the owners of the Trust, which includes one of our executive officers, in proportion to their beneficial interests in the Trust.

If the IRS successfully challenges the tax basis increases we receive, under certain circumstances, our subsidiaries may have made or could make payments under the Amended and Restated Tax Receivable Agreement in excess of our subsidiaries’ cash tax savings.

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Lazard Group is a holding company and therefore depends on its subsidiaries to make distributions to Lazard Group to enable it to service its obligations under its indebtedness.

Lazard Group depends on its subsidiaries, which conduct the operations of its businesses, for distributions, dividends and other payments to generate the funds necessary to meet its financial obligations, including payments of principal and

interest on its indebtedness.

However, none of Lazard Group’s subsidiaries is obligated to make funds available to it for servicing such financial obligations, and the group of entities that constitute Lazard Group’s subsidiaries may change over time.

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We have made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Form 10-K that are forward-looking statements.

In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” and the negative of these terms and other comparable terminology.

In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” “pipeline,” or “continue,” and the negative of these terms and other comparable terminology.

These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies, business plans and initiatives and anticipated trends in our business.

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• adverse general economic conditions or adverse conditions in global or regional financial markets;

• changes in international trade policies and practices, including the implementation of tariffs, proposed further tariffs, and responses from other jurisdictions, the risk of potential government shutdowns, and the economic impacts, volatility and uncertainty resulting therefrom;

• a decline in our revenues, for example due to a decline in overall M&A activity, our share of the M&A market or our AUM;

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Forward-looking statements include, but are not limited to, statements about:

• financial goals, including ratios of adjusted compensation and benefits expense to adjusted net revenue;

• ability to deploy surplus cash through dividends, share repurchases and debt repurchases;

• financial objectives, including the ratios of adjusted compensation and benefits expense to adjusted net revenue;

• ability to deploy surplus cash through dividends, share repurchases and debt retirements;

• ability to offset stockholder dilution through share repurchases;

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• potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts;

• statements regarding ESG goals and initiatives;

• likelihood of success and impact of litigation;

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• changes in interest and tax rates;

• potential impact of AI and related third-party technologies on our business, operations, compliance and reputation;

• availability of certain tax benefits, including certain potential deductions;

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• changes in foreign currency exchange rates;

• expectations with respect to the economy, the securities markets, the market for mergers, acquisitions, restructuring and other financial advisory activity, the market for asset management activity and other macroeconomic, regional and industry trends;

• the expected timing and levels of funding of awarded institutional mandates;

• the pipeline in M&A, restructuring and other financial advisory transactions;

• expectations with respect to the economy, the securities markets, the market for mergers, acquisitions, restructuring, private credit and other financial advisory activity, the market for asset management activity and other macroeconomic, regional and industry trends;

• effects of competition on our business;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors