What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-24 · 377 added, 321 removed, 1513 unchanged (32% of the section changed)

89 unchanged sentences

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to investment banking and other advisory fees included the following, among others:

Our audit procedures related to determining the appropriate period in which investment banking and other advisory fees are recognized, included the following, among others:

• We tested the effectiveness of controls over the recognition of investment banking and other advisory fees, including those over the timing of revenue recognition.

• We selected a sample of contracts with clients and performed the following:

• We selected a sample of transactions for which revenue was recognized prior to December 31 and shortly thereafter and performed the following:

– Evaluated the terms and conditions of the respective contract to verify the Company appropriately identified its performance obligations and the related fees.

– Evaluated the accuracy of management’s calculation of investment banking and other advisory fees recognized by recalculating the revenue amounts and comparing our expectation to the amount recorded by management.

– Evaluated third party and the Company’s evidence, including, but not limited to, confirmations, court and regulatory approvals, press releases, executed agreements, communications and underlying transaction closing documents, to verify that the revenue recognition criteria were met and revenue was recognized in accordance with U.S.

– Evaluated third party and the Company’s evidence, including, but not limited to, court and regulatory approvals, press releases, executed agreements, communications and underlying transaction closing documents, to verify that the revenue recognition criteria were met and revenue was recognized in accordance with U.S.

GAAP, including in the appropriate period.

– Evaluated whether it was probable that a significant reversal of the applicable revenue would not occur.

• On a sample basis, we performed the above procedures on investment banking and other advisory fees recognized in the subsequent year to determine if such revenue should have been recorded in the current year.

13 unchanged sentences

897,786 753,623

Investments 614,947 701,964

Property (net of accumulated amortization and depreciation of $ 332,840 and $ 414,547 at December 31, 2024 and 2023, respectively, including $ 72,921 of property held for sale at December 31, 2023)

Investments (including $ 48,966 pledged at December 31, 2025)

625,846 614,947

Property (net of accumulated amortization and depreciation of $ 286,235 and $ 332,840 at December 31, 2025 and 2024, respectively)

168,005 160,402

Operating lease right-of-use assets 412,584 434,938

Goodwill and other intangible assets (net of accumulated amortization of $ 67,711 and $ 67,681 at December 31, 2024 and 2023, respectively)

Goodwill and other intangible assets (net of accumulated amortization of $ 67,711 at both December 31, 2025 and 2024)

395,262 393,575

10 unchanged sentences

Operating lease liabilities 485,149 505,483

Tax receivable agreement obligation 75,899 115,087

Senior debt 1,688,086 1,687,052

10 unchanged sentences

Par value $ .01 per share ( 500,000,000 shares authorized;

112,766,091 shares issued at December 31, 2024 and 2023, including shares held by subsidiaries)

111,728,757 and 112,766,091 shares issued at December 31, 2025 and 2024, respectively, including shares held in treasury)

Additional paid-in-capital 340,351 327,810

2 unchanged sentences

1,558,066 1,474,309

Common stock held by subsidiaries, at cost ( 22,467,315 and 25,340,287 shares at December 31, 2024 and 2023, respectively)

Common stock held in treasury, at cost ( 17,822,122 and 22,467,315 shares at December 31, 2025 and 2024, respectively)

( 684,411 ) ( 838,069 )

23 unchanged sentences

Fund administration and outsourced services 122,066 107,173 110,878

Benefit pursuant to tax receivable agreement ( 8,237 ) ( 43,894 ) ( 1,209 )

Benefit pursuant to tax receivable agreement obligation

( 18,775 ) ( 8,237 ) ( 43,894 )

Other 50,205 60,203 73,000

21 unchanged sentences

Currency translation adjustments:

Currency translation adjustments before reclassification ( 36,923 ) 31,107 ( 64,778 )

Currency translation adjustments before reclassification (net of tax expense of $ 2,418 for the year ended December 31, 2025)

59,433 ( 36,923 ) 31,107

Adjustment for items reclassified to earnings – – 1,826

25 unchanged sentences

Deferred tax provision (benefit) 21,575 11,068 ( 81,068 )

Benefit pursuant to tax receivable agreement ( 8,237 ) ( 43,894 ) ( 1,209 )

Benefit pursuant to tax receivable agreement obligation

( 18,775 ) ( 8,237 ) ( 43,894 )

Gain on sale of owned office building – ( 114,271 ) –

22 unchanged sentences

Proceeds from:

Issuance of senior debt, net of expenses 395,961 – –

Issuance of senior debt 300,000 395,961 –

Contributions from noncontrolling interests 3,705 2,411 2,077

2 unchanged sentences

Distributions to noncontrolling interests ( 2,594 ) ( 1,822 ) ( 5,802 )

Tax receivable agreement ( 30,951 ) ( 32,208 ) ( 21,036 )

Tax receivable agreement obligation

– ( 30,951 ) ( 32,208 )

Distribution to redeemable noncontrolling interests in connection with LGAC redemption – – ( 585,891 )

29 unchanged sentences

Income (Loss),

Held By Subsidiaries Total

Held In Treasury Total

Stockholders’

6 unchanged sentences

Balance - January 1, 2025 112,766,091 $ 1,128 $ 327,810 $ 1,472,113 $ ( 326,742 ) 22,467,315 $ ( 838,069 ) $ 636,240 $ 48,914 $ 685,154 $ 79,629

Comprehensive income (loss):

Comprehensive income:

Net income 236,831 236,831 2,033 238,864 12,156

Other comprehensive loss - net of tax ( 36,792 ) ( 36,792 ) ( 61 ) ( 36,853 )

Other comprehensive income - net of tax

55,233 55,233 64 55,297

Amortization of share-based incentive compensation

3 unchanged sentences

( 186,579 ) ( 186,579 ) ( 186,579 )

Purchase of common stock 1,409,988 ( 59,500 ) ( 59,500 ) ( 59,500 )

Purchase and cancellation of common stock ( 1,037,334 ) ( 11 ) ( 37,829 ) 859,849 ( 53,171 ) ( 91,011 ) ( 91,011 )

Delivery of common stock in connection with share-based incentive compensation and related tax expense of $ 13,456

16 unchanged sentences

Income (Loss),

Held By Subsidiaries Total

Held In Treasury Total

Stockholders’

7 unchanged sentences

Comprehensive income (loss):

Net income (loss) ( 75,479 ) ( 75,479 ) 6,191 ( 69,288 ) 11,981

Other comprehensive income - net of tax 5,904 5,904 1 5,905

Net income 279,912 279,912 991 280,903 5,805

Other comprehensive loss - net of tax

( 36,792 ) ( 36,792 ) ( 61 ) ( 36,853 )

Amortization of share-based incentive compensation

4 unchanged sentences

Purchase of common stock 1,409,988 ( 59,500 ) ( 59,500 ) ( 59,500 )

Delivery of common stock in connection with share-based incentive compensation and related tax benefit of $ 253

Delivery of common stock in connection with share-based incentive compensation and related tax expense of $ 1,341

( 225,480 ) ( 4,279,314 ) 158,554 ( 66,926 ) 1,241 ( 65,685 )

2 unchanged sentences

Delivery of common stock ( 142 ) ( 3,790 ) 142 – –

Distributions to noncontrolling interests, net ( 3,725 ) ( 3,725 )

Contributions from noncontrolling interest, net

LFI Consolidated Funds ( 13,851 )

Change in redemption value of redeemable noncontrolling interests

( 412 ) ( 412 ) ( 177 ) ( 589 ) 589

LGAC liquidation:

Distribution to redeemable noncontrolling interests

Reversal to net loss of amounts previously charged to additional paid-in-capital and noncontrolling interests 13,195 13,195 4,734 17,929

Reversal of deferred offering costs liability

14,087 14,087 6,038 20,125

Other ( 506 ) 144 ( 6 ) ( 512 ) ( 512 )

9 unchanged sentences

Income (Loss),

Held By Subsidiaries

Held In Treasury

Stockholders’

7 unchanged sentences

Comprehensive income (loss):

Net income 357,517 357,517 20,954 378,471 14,012

Other comprehensive loss - net of tax ( 72,007 ) ( 72,007 ) ( 72,007 )

Net income (loss)

( 75,479 ) ( 75,479 ) 6,191 ( 69,288 ) 11,981

Other comprehensive income - net of tax

5,904 5,904 1 5,905

Amortization of share-based incentive compensation 244,931 244,931 5,639 250,570

5 unchanged sentences

( 216,762 ) ( 4,220,444 ) 156,822 ( 59,940 ) 5,664 ( 54,276 )

Business acquisitions and related equity transactions:

Common stock issuable 1,775 1,775 1,775

Delivery of common stock ( 1,533 ) ( 41,384 ) 1,533 – –

Distributions to noncontrolling interests, net ( 3,725 ) ( 3,725 )

1 unchanged sentence

Change in redemption value of redeemable noncontrolling interests ( 412 ) ( 412 ) ( 177 ) ( 589 ) 589

LGAC liquidation:

Distribution to redeemable noncontrolling interests

Reversal to net loss of amounts previously charged to additional paid-in-capital and noncontrolling interests 13,195 13,195 4,734 17,929

Reversal of deferred offering costs liability

14,087 14,087 6,038 20,125

Other ( 582 ) 5,240 ( 149 ) ( 731 ) ( 17 ) ( 748 )

1 unchanged sentence

________________________

(*) Includes 112,766,091 shares of the Company’s common stock issued at December 31, 2024, 2023 and 2022.

(*) Includes 111,728,757 , 112,766,091 and 112,766,091 shares of the Company’s common stock issued at December 31, 2025, 2024 and 2023.

See notes to consolidated financial statements.

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ORGANIZATION AND BASIS OF PRESENTATION

is one of the world’s preeminent financial advisory and asset management firms, incorporated in Delaware that specializes in crafting solutions to the complex financial and strategic challenges of our clients.

is a global financial advisory and asset management firm, incorporated in Delaware that specializes in crafting solutions to the complex financial and strategic challenges and opportunities of our clients.

Lazard provides advice on mergers and acquisitions, capital markets and capital solutions, restructuring and liability management, geopolitics, and other strategic matters, as well as asset management and investment solutions to institutions, corporations, governments, partnerships, family offices, and high net worth individuals.

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and its subsidiaries following the Conversion and (ii) Lazard Ltd and its subsidiaries prior to the Conversion.

As the Conversion became effective on January 1, 2024, the accompanying financial statements and related notes as of December 31, 2023 and 2022 reflect Lazard as an exempted company incorporated under the laws of Bermuda named Lazard Ltd.

indirectly held 100 % of all outstanding common membership interests of Lazard Group LLC, a Delaware limited liability company (collectively referred to, together with its subsidiaries, as “Lazard Group”), as of December 31, 2025 and 2024.

Lazard, Inc., through its control of the managing members of Lazard Group, controls Lazard Group, which is governed by an Amended and Restated Operating Agreement that is effective as of January 1, 2023 (the “Operating Agreement”).

Lazard, Inc., through its control of the managing members of Lazard Group LLC, controls Lazard Group, which is governed by a Third Amended and Restated Operating Agreement (the “Operating Agreement”).

Lazard, Inc.’s primary operating asset is its indirect ownership of the common membership interests of, and managing member interests in, Lazard Group, whose principal operating activities are included in two business segments:

• Financial Advisory, which offers corporate, partnership, institutional, government, sovereign and individual clients across the globe a wide array of financial advisory services including mergers and acquisitions (“M&A”) advisory, capital markets advisory, shareholder advisory, sovereign advisory, geopolitical advisory, restructuring and liability management, capital raising and placement, and other strategic matters;

• Financial Advisory, which offers corporate, partnership, institutional, government, sovereign and individual clients across the globe a wide array of financial advisory services including mergers and acquisitions (“M&A”) advisory, strategic capital solutions, shareholder advisory, sovereign advisory, geopolitical advisory, restructuring and liability management, capital raising and placement, and other strategic matters;

• Asset Management, which offers a broad range of global investment solutions and investment and wealth management services in equity and fixed income strategies, asset allocation strategies, alternative investments and private equity funds to corporations, public funds, sovereign entities, endowments and foundations, labor funds, financial intermediaries and private wealth clients.

In addition, we record selected other activities in our Corporate segment, including management of cash, investments, deferred tax assets, outstanding indebtedness and certain contingent obligations.

In addition, we record selected other activities in our Corporate segment, including cash management, investments, deferred tax assets, outstanding indebtedness and certain contingent obligations.

Basis of Presentation

9 unchanged sentences

The consolidated financial statements include Lazard, Inc.

and its subsidiaries, including Lazard Group and Lazard Group’s principal operating subsidiaries:

and its subsidiaries, including Lazard Group LLC and Lazard Group LLC’s principal operating subsidiaries:

Lazard Frères & Co.

2 unchanged sentences

and Lazard & Co., Limited (“LCL”), through Lazard & Co., Holdings Limited (“LCH”), an English private limited company, together with their jointly owned affiliates and subsidiaries.

Amortization and other acquisition-related costs are reported in “operating expenses-other” in the consolidated statements of operations and “amortization of deferred expenses and share-based incentive compensation” in the consolidated statements of cash flows.

Tax receivable agreement obligation is reported in “other liabilities” on the consolidated statements of financial condition.

Such amounts were previously reported separately.

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• valuations of assets and liabilities requiring fair value estimates including, but not limited to, investments, derivatives and assumptions used to value pension and other post-retirement plans;

• the assessment of probability with respect to recognizing revenue;

• the assessment of the timing and amount of revenue recognized, including the probability of collection of fees;

• the discount rate used to measure operating lease right-of-use assets and operating lease liabilities;

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Therefore, actual results could differ from those estimates and could have a material impact on the consolidated financial statements.

Cash and Cash Equivalents— The Company defines cash equivalents as short-term, highly liquid securities and cash deposits with original maturities of 90 days or less when purchased.

Deposits with Banks and Short-Term Investments— Represents LFB’s short-term deposits, including with the Banque de France and amounts placed by LFB in short-term, highly liquid securities with original maturities of 90 days or less when purchased.

Cash and Cash Equivalents— The Company defines cash equivalents as short-term, highly liquid securities and cash deposits with original maturities of three months or less when purchased.

Cash equivalents also include overnight reverse repurchase agreements, which are recorded at amortized cost.

The level of these deposits and investments may be driven by the level of LFB demand deposits (which can fluctuate significantly on a daily basis) and by changes in asset allocation.

1 unchanged sentence

Receivables and Allowance for Credit Losses— The Company’s receivables represent fee receivables, amounts due from customers, and other receivables.

The fee receivables are generally due within 60 days from the date of invoice, except as related to certain restructuring services and certain capital raising activities where fees are due upon specified contractual payment terms.

For customer loans within customers and other receivables, the Company has elected to apply the practical expedient, in accordance with the current expected credit losses (“CECL”) guidance for financial assets with collateral maintenance provisions, which generally results in no expected credit losses given that these loans are fully collateralized and monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans.

Receivables are stated net of an estimated allowance for credit losses determined in accordance with the CECL model for general credit risk of the overall portfolio and for specific accounts deemed uncollectible, which may include situations where a fee is in dispute.

For fee receivables, the allowance for credit losses is determined together for all Financial Advisory fees, except for Private Capital Advisory given the different nature of the business, client composition, and risk characteristics.

An allowance for credit losses is determined separately for Private Capital Advisory fees.

In addition, a separate allowance for credit losses is determined for all Asset Management fees.

Receivables are stated net of an estimated allowance for credit losses determined in accordance with the current expected credit losses (“CECL”) guidance for general credit risk of the overall portfolio and for specific accounts deemed uncollectible, which may include situations where a fee is in dispute.

For fee receivables, the allowance for credit losses is determined together for all Financial Advisory fee receivables, except for Private Capital Advisory given the different nature of the business, client composition, and risk characteristics.

An allowance for credit losses is determined separately for Private Capital Advisory fee receivables.

In addition, a separate allowance for credit losses is determined for all Asset Management fee receivables.

The allowances are measured by the application of an average charge-off rate, determined annually based on historical bad debt charge-off experience, to the fee receivable balance of the respective services, adjusted for the specific allowance recognized based on current conditions of individual clients.

The current conditions are considered on a quarterly basis and include the aging of the receivables, the client’s ability to make payments, and the Company’s relationship with the client.

In addition, the Company also performs a qualitative assessment on a quarterly basis to monitor economic factors and other uncertainties that may require additional adjustment to the expected credit losses allowance.

Financial Advisory and Asset Management fee receivables are generally deemed past due when they are outstanding 60 days from the date of invoice, except for certain transactions that include specific contractual payment terms that may vary from approximately one month to four years following the invoice date (as is the case for certain Private Capital Advisory fees) or may be subject to court approval (as is the case with Restructuring activities that include bankruptcy proceedings).

In such cases, receivables are deemed past due when payment is not received by the agreed-upon contractual date or the court approval date, respectively.

Financial Advisory and Asset Management fee receivables past due in excess of 180 days and 10 months, respectively, are generally fully provided for unless there is evidence that the balance is collectible.

In addition, the Company also performs an assessment at least quarterly to monitor economic factors and other uncertainties that may require additional adjustment to the expected credit losses allowance.

Financial Advisory and Asset Management fee receivables past due in excess of 8 and 12 months, respectively, are generally fully provided for unless there is evidence that the balance is collectible.

Notwithstanding our policy for receivables past due, any specific receivables that are deemed uncollectible result in specific reserves against such exposures.

For customer loans within customers and other receivables, the Company has elected to apply the practical expedient, in accordance with the CECL guidance for financial assets with collateral maintenance provisions, which generally results in no expected credit losses given that these loans are fully collateralized and monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans.

See Note 5 for additional information regarding the Company’s receivables and allowance for credit losses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Investments— Investments in debt and marketable equity securities held either directly, or indirectly through asset management funds are accounted for at fair value, with any increase or decrease in fair value recorded in earnings.

Investments— Investments in debt and marketable equity securities held directly through asset management funds are accounted for at fair value, with any increase or decrease in fair value recorded in earnings.

Such amounts are reflected in “revenue-other” in the consolidated statements of operations.

The Company has elected the fair value option for certain investments held by asset management funds that would otherwise have been accounted for using the equity method of accounting.

The Company has elected the fair value option for investments held by asset management funds that would otherwise have been accounted for using the equity method of accounting.

Accounting for these investments at fair value is consistent with how the Company accounts for other investments held by asset management funds.

The fair value of such investments is generally based on quoted prices in an active market.

The fair value of such

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

investments is generally based on quoted prices in an active market.

Changes in fair value are recorded in earnings and reflected in “revenue-other” in the consolidated statements of operations.

23 unchanged sentences

If the carrying value of a reporting unit exceeds its fair value, the Company would recognize an impairment loss equal to the excess.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

3 unchanged sentences

An impairment loss would be measured for the amount by which the carrying amount of the intangible asset exceeds its fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

See Note 11 with respect to goodwill and other intangible assets.

6 unchanged sentences

The Company’s derivative instruments are recorded at their fair value, and are included in “other assets” and “other liabilities” on the consolidated statements of financial condition.

Gains and losses on the Company’s derivative instruments are generally included in “interest income” and “interest expense” or “revenue-other”, depending on the nature of the underlying item, in the consolidated statements of operations.

Gains and losses on the Company’s derivative instruments are generally included in “revenue-other”, based on the nature of the underlying item, in the consolidated statements of operations.

Cash flows related to derivative instruments and associated hedged items are classified in the same category in the consolidated statements of cash flows.

In addition to the derivative instruments described above, the Company records derivative liabilities relating to its obligations pertaining to Lazard Fund Interests (“LFI”) and other similar deferred compensation arrangements, the fair value of which is based on the value of the underlying investments, adjusted for estimated forfeitures, and is included in “accrued compensation and benefits” in the consolidated statements of financial condition.

1 unchanged sentence

For information regarding LFI and other similar deferred compensation arrangements, see Notes 6, 8 and 16.

Deposits and Other Customer Payables— Principally consists of LFB customer-related demand deposits.

Securities Sold, Not Yet Purchased— Securities sold, not yet purchased represents liabilities for securities sold for which payment has been received and the obligations to deliver such securities are included within “other liabilities” in the consolidated statements of financial condition.

Deposits and Other Customer Payables— Principally consists of LFB customer-related demand deposits and certificates of deposit.

Securities Sold, Not Yet Purchased— Securities sold, not yet purchased represents liabilities for securities sold where there is an obligation to deliver such securities.

These liabilities are included within “other liabilities” in the consolidated statements of financial condition.

These securities are accounted for at fair value, with any increase or decrease in fair value recorded in earnings in accordance with standard securities industry practices.

2 unchanged sentences

Such assets and liabilities include cash and cash equivalents, deposits with banks and short-term investments, restricted cash, receivables, investments (excluding investments accounted for under the equity method of accounting), derivative instruments, deposits and other customer payables.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Redeemable Noncontrolling Interests— See Notes 15 and 24 for information regarding consolidated VIE interests held by employees.

2 unchanged sentences

The expenses that are directly related to such transactions are recorded as incurred and presented within operating expenses when the Company is primarily responsible for fulfilling the promise of the arrangement.

Revenues associated with the reimbursement of such expenses are recorded when the Company is contractually entitled to reimbursement and presented within investment banking and other advisory fees.

Revenues associated with the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

reimbursement of such expenses are recorded when the Company is contractually entitled to reimbursement and presented within investment banking and other advisory fees.

Revenues are recorded net of taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and collected from clients.

20 unchanged sentences

Equity-based incentive compensation is primarily recognized in “compensation and benefits” expense.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Income Taxes— Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse.

2 unchanged sentences

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and, when necessary, a valuation allowance is established.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.

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RECENT ACCOUNTING DEVELOPMENTS

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures —In November 2023, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about each reportable segment’s expenses.

The amendments include new annual and interim disclosure requirements primarily related to significant segment expenses, reportable segments’ profit or loss, and information on the chief operating decision maker.

The Company has adopted the new guidance and updated its segment disclosures in Note 23.

Compensation – Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards — In March 2024, the FASB issued an accounting standard update that provides guidance in determining whether profits interest and similar awards should be accounted for as share-based arrangements within the scope of Topic 718.

The amendments are effective for annual and interim periods beginning after December 15, 2024, and shall be applied either retrospectively or prospectively.

The Company has adopted the new guidance as of January 1, 2025 with prospective application to any profits interest and similar awards granted or modified on or after the date of adoption.

The adoption of the amendments did not have a material impact to the Company’s financial statements.

Income Taxes (Topic 740):

3 unchanged sentences

The new guidance is effective for annual periods beginning after December 15, 2024, and shall be applied on a prospective basis.

The Company is currently evaluating the new guidance.

Compensation – Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards — In March 2024, the FASB issued an accounting standard update that provides guidance in determining whether profits interest

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

and similar awards should be accounted for as share-based arrangements within the scope of Topic 718.

The amendments are effective for annual and interim periods beginning after December 15, 2024, and shall be applied either retrospectively or prospectively.

The Company will apply the new guidance prospectively to any profits interest and similar awards granted or modified on or after the date of adoption.

The Company does not expect the adoption to result in a material impact to its financial statements.

The Company has adopted the new guidance prospectively and updated its income tax disclosures in Note 19.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

The Company is currently evaluating the new guidance.

Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets — In July 2025, the FASB issued an accounting standard update that provides a practical expedient related to the estimation of expected credit losses on accounts receivables, which permits entities to assume that the current

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments are effective for annual periods beginning after December 15, 2025 and interim periods within those annual periods, with early adoption permitted.

The amendments shall be applied either prospectively or retrospectively.

The Company intends to elect the practical expedient with a prospective application as of January 1, 2026.

The Company does not expect the election of the practical expedient to have a material impact on its financial statements upon adoption.

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software — In September 2025, the FASB issued an accounting standard update to eliminate accounting consideration of software project development stages and enhance the guidance related to when an entity would begin capitalizing software costs.

The amendments are effective for annual periods beginning after December 15, 2027, and the interim periods within those annual periods, with early adoption permitted.

The amendments can be applied prospectively, retrospectively, or using a modified transition approach.

The Company is currently evaluating the new guidance.

REVENUE RECOGNITION

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________________________

(a) Financial Advisory is comprised of a wide array of financial advisory services regarding M&A advisory, capital markets advisory, shareholder advisory, restructuring and liability management, sovereign advisory, geopolitical advisory and other strategic advisory and capital raising and placement work for clients.

(a) Financial Advisory is comprised of a wide array of financial advisory services regarding M&A advisory, strategic capital solutions, shareholder advisory, sovereign advisory, geopolitical advisory, restructuring and liability management, capital raising and placement, and other strategic advisory work for clients.

The benefits of these advisory services are generally transferred to the Company’s clients over time, and consideration for these advisory services typically includes transaction completion, transaction announcement and retainer fees.

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________________________

(a) Interests in alternative investment funds, debt funds and equity funds include investments, including those held by LFI Consolidated Funds (see Note 24), with fair values of $ 23,865 , $ 126,407 and $ 223,729 , respectively, at December 31, 2024 and $ 27,454 , $ 175,449 and $ 284,099 , respectively, at December 31, 2023, held in order to satisfy the Company’s obligation upon vesting of previously granted LFI and other similar deferred compensation arrangements.

(a) Interests in alternative investment funds, debt funds and equity funds include investments, (fair values shown below), including those held by LFI Consolidated Funds (see Note 24), held to satisfy the Company’s obligation upon vesting of previously granted LFI and other similar deferred compensation arrangements.

LFI represent grants by the Company to eligible employees of interests in a number of Lazard-managed funds, subject to service-based vesting conditions (see Notes 8 and 16).

Debt securities primarily consists of U.S.

Treasury securities with remaining maturities at time of purchase of greater than three months and less than one year and investments in government securities held within separately managed accounts in order to seed strategies in our Asset Management business.

Investments related to LFI and other similar

deferred compensation arrangements:

Alternative investments $ 22,224 $ 23,865

Debt 101,297 126,407

Equity 161,500 223,729

Total $ 285,021 $ 374,001

Debt securities primarily consist of investments in government securities held within separately managed accounts in order to seed strategies in our Asset Management business.

Equity securities primarily consist of investments in marketable equity securities of large-, mid- and small-cap domestic, international and global companies held within separately managed accounts in order to seed strategies in our Asset Management business.

3 unchanged sentences

Equity funds primarily consist of investments in equity securities in order to seed strategies in our Asset Management business, and amounts related to LFI discussed above.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Private equity investments include those owned by Lazard and those consolidated but not owned by Lazard.

3 unchanged sentences

Private equity investments consolidated but not owned by Lazard relate to the economic interests that are owned by the management team and other investors in the Edgewater Funds (“Edgewater”).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Equity method investments include an interest in a venture capital asset management entity accounted for under the equity method of accounting.

4 unchanged sentences

Net unrealized investment gains (losses) $ 47,639 $ ( 6,327 ) $ 54,228

As of December 31, 2025, the Company has pledged investments with a carrying value of $ 48,966 , primarily as collateral for its derivative contracts (see Note 8).

Such pledged assets can be sold or repledged by the secured party.

FAIR VALUE MEASUREMENTS

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These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Items included in Level 3 include securities or other financial assets whose trading volume and level of activity have significantly decreased when compared with normal market activity and there is no longer sufficient frequency or volume to provide pricing information on an ongoing basis.

The fair value of debt securities, including instruments reported as either cash and cash equivalents, deposits with banks and short-term investments, or investments is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets, or Level 2 when based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Items included in Level 3 include securities or other financial instruments for which there is little, if any, market activity.

As a result, valuation inputs may involve significant management judgment or estimation.

The fair value of instruments reported as cash and cash equivalents, deposits with banks and short-term investments, and restricted cash, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

The fair value of debt securities, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets, or Level 2 when based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

The fair value of equity securities is classified as Level 1 or Level 3 as follows:

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The fair value of investments in alternative investment funds, debt funds and equity funds is classified as Level 1 when the fair values are based on the publicly reported closing price for the fund, or Level 2 when based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

The fair value of investments in certain private equity funds is classified as Level 3 for (i) certain investments that are valued based on the potential transaction value and (ii) when the acquisition price is considered the best measure of fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The fair value of investments in certain private equity funds is classified as Level 3 when the acquisition price is considered the best measure of fair value.

The fair value of securities sold, not yet purchased, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

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The fair value of the contingent consideration liability is remeasured at each reporting period.

The inputs used to derive the fair value of the contingent consideration include the application of probabilities when

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

assessing certain performance thresholds for the relevant periods.

The inputs used to derive the fair value of the contingent consideration include the application of probabilities when assessing certain performance thresholds for the relevant periods.

Any change in the fair value is recognized in “operating expenses-other” in the consolidated statements of operations.

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The Company’s investments valued at NAV as a practical expedient in (i) alternative investment funds, debt funds and equity funds are redeemable in the near term, and (ii) private equity funds are not redeemable in the near term as a result of redemption restrictions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following tables present, as of December 31, 2025 and 2024, the classification of (i) investments and certain other assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy and (ii) investments measured at NAV or its equivalent as a practical expedient:

1 unchanged sentence

Level 1 Level 2 Level 3 NAV Total

Cash and cash equivalents (a) $ 5,982 $ – $ – $ – $ 5,982

Deposits with banks and short-term

investments (a) $ 24,820 $ – $ – $ – $ 24,820

Restricted cash (a) 100 – – – 100

Debt 1,313 416 – – 1,729

Equity 56,245 – 675 – 56,920

9 unchanged sentences

Total $ 3,434 $ 218,939 $ 2,300 $ – $ 224,673

__________________________________

(a) Level 1 represents U.S.

Treasury securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2 unchanged sentences

Level 1 Level 2 Level 3 NAV Total

Debt $ 4,285 $ – $ – $ – $ 4,285

Cash and cash equivalents (a) $ 5,982 $ – $ – $ – $ 5,982

Deposits with banks and short-term

investments (a) 24,666 – – – 24,666

Equity 58,034 – 589 – 58,623

9 unchanged sentences

Total $ 4,529 $ 274,280 $ 4,495 $ – $ 283,304

__________________________________

(a) Level 1 represents U.S.

Treasury securities.

The following tables provide a summary of changes in fair value of the Company’s Level 3 assets and liabilities for the years ended December 31, 2025, 2024 and 2023:

1 unchanged sentence

Balance Net Unrealized

Earnings (a) Purchases/

Acquisitions/

Issuances Sales/

Earnings Purchases/Issuances

Settlements Foreign

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Contingent consideration

liability (b) $ 6,583 $ 212 $ – $ ( 2,300 ) $ – $ 4,495

liability (a) $ 4,495 $ 105 $ – $ ( 2,300 ) $ – $ 2,300

Total Level 3 liabilities $ 4,495 $ 105 $ – $ ( 2,300 ) $ – $ 2,300

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Balance Net Unrealized

Earnings (a) Purchases/

Acquisitions/Issuances Sales/

Settlements/Transfers (c) Foreign

Earnings Purchases/

Issuances Sales/

Settlements Foreign

Adjustments Ending

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Contingent consideration

liability (b) $ – $ 274 $ 7,754 $ ( 1,445 ) $ – $ 6,583

liability (a) $ 6,583 $ 212 $ – $ ( 2,300 ) $ – $ 4,495

Total Level 3 liabilities $ 6,583 $ 212 $ – $ ( 2,300 ) $ – $ 4,495

1 unchanged sentence

Balance Net Unrealized

Earnings (a) Purchases/

Issuances Sales/

Settlements Foreign

Earnings Purchases/

Acquisitions/Issuances Sales/

Settlements/Transfers (b)

Adjustments Ending

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Total Level 3 assets $ 19,418 $ 54 $ – $ ( 18,789 ) $ 83 $ 766

Contingent consideration

liability (a) $ – $ 274 $ 7,754 $ ( 1,445 ) $ – $ 6,583

Total Level 3 liabilities $ – $ 274 $ 7,754 $ ( 1,445 ) $ – $ 6,583

_____________________

(a) Earnings recorded in “ other revenue ” for investments in Level 3 assets for the years ended December 31, 2024, 2023 and 2022 include net unrealized gains (losses) of $ 46 , $( 6 ) and $ 99 , respectively.

Unrealized losses of $ 212 and $ 274 were recorded in “ operating expenses-other ” for the contingent consideration liability for the years ended December 31, 2024 and 2023, respectively.

(b) For the year ended December 31, 2023, acquisitions represent the initial recognition of the contingent consideration liability (noncash transaction).

(a) For the year ended December 31, 2023, acquisitions represent the initial recognition of the contingent consideration liability (noncash transaction).

Settlements for the years ended December 31, 2025, 2024 and 2023 represent aggregate cash and noncash settlement of contingent consideration after the acquisition date.

(c) Transfers out of Level 3 private equity funds during the year ended December 31, 2023 reflect investments valued at NAV that were previously valued based on the acquisition price.

(b) Transfers out of Level 3 private equity funds during the year ended December 31, 2023 reflect investments valued at NAV that were previously valued based on the acquisition price.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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December 31, 2025

Carrying Value Fair Value Fair Value Measurements Using:

Level 1 Level 2 Level 3

Fair Value Measurements Using:

Carrying Value Fair Value Level 1 Level 2 Level 3

Financial Assets:

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December 31, 2025

Investments Redeemable

Notice Period

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(a) monthly ( 100 %)

(b) daily ( 5 %) and monthly ( 95 %)

(b) daily ( 100 %)

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Such commitments are required to be funded by capital contributions from noncontrolling interest holders.

Included is a $ 28,790 commitment to a European tech-focused growth equity fund managed by our asset management business.

(f) Distributions from each fund will be received as the underlying investments of the funds are liquidated.

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_____________________

(a) monthly ( 74 %) and quarterly ( 26 %)

(a) monthly ( 100 %)

(b) daily ( 5 %) and monthly ( 95 %)

(d) monthly ( 34 %) and annually ( 66 %)

(d) monthly ( 100 %)

(e) Unfunded commitments to private equity investments consolidated but not owned by Lazard of $ 20,205 are excluded.

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Net derivatives in "other assets" and "other liabilities" 453 218,939

Amounts not netted on the statement of financial

condition (a):

Cash collateral – ( 1,132 )

Securities collateral – –

Collateral not netted on the consolidated statement of

financial condition (a) – ( 29,582 )

$ 453 $ 189,357

11 unchanged sentences

Net derivatives in "other assets" and "other liabilities" 3,787 274,280

Amounts not netted on the statement of financial

condition (a):

Cash collateral – ( 243 )

Securities collateral – –

Collateral not netted on the consolidated statement of

financial condition (a) – ( 1,132 )

$ 3,787 $ 273,148

_____________________

(a) Amounts are subject to master netting arrangements but do not meet the criteria for netting on the consolidated statements of financial condition under U.S.

(a) Includes cash and/or securities collateral pledged that are subject to master netting arrangements but do not meet the criteria for netting on the consolidated statements of financial condition under U.S.

For some counterparties, the amounts of securities and cash collateral pledged may exceed the derivative assets and derivative liabilities balances.

Where this is the case, the amount of collateral offset within net derivatives is limited to the net derivative assets and net derivative liabilities balances with that counterparty.

Cash and securities collateral were previously reported separately.

Prior year information has been recast to reflect the current presentation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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Life in Years December 31,

Buildings (a) 33 $ 11,455 $ 170,830

33 $ 12,956 $ 11,455

Leasehold improvements (a) 3 - 20

236,294 214,744

Furniture and equipment 3 - 10

Furniture and equipment (a) 3 - 10

142,738 165,727

3 unchanged sentences

Total 454,240 493,242

Less - Accumulated depreciation and amortization (a) 332,840 414,547

Less - Accumulated depreciation and amortization

286,235 332,840

Property, net $ 168,005 $ 160,402

____________________

(a) On July 22, 2024, the Company completed the sale of an owned office building, including rights to the operating lease income, for gross proceeds of $ 194,283 .

The carrying amount of the property at the time of sale was $ 72,594 .

The asset was previously classified as property held for sale.

In addition, a $ 6,550 receivable (included in “other assets”) related to operating lease income on the owned office building was classified as held for sale as of December 31, 2023.

The sale resulted in a gain of $ 114,271 , which has been recognized in “revenue-other” on the consolidated statements of operations for the year ended December 31, 2024 and is reported in the Corporate segment.

In the table above, computer software is being reported separately where it was previously included as a component of furniture and equipment.

Prior year information has been recast to reflect the updated presentation.

(a) The Company classified assets as held for sale as of December 31, 2025, the carrying amount of which was $ 3,684 (net of accumulated depreciation).

The assets are expected to be sold in early 2026.

Effective January 1, 2026, depreciation expense will no longer be recorded on these assets.

Asset Retirement Obligation — The following is a reconciliation of the beginning and ending carrying amount of our asset retirement obligations for the year ended December 31, 2025 and is recorded in “other liabilities” on the consolidated statements of financial condition:

Year Ended December 31, 2025

Balance, January 1 $ 5,294

Liabilities incurred (a) 3,919

Accretion expense 405

Liabilities settled ( 3,197 )

Balance, December 31 $ 6,705

____________________

(a) Represents a noncash transaction with a corresponding addition to property.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The Company leases office space and equipment under non-cancelable lease agreements, which expire on various dates through 2039.

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lease expense for these leases is recognized over the lease term on a straight-line basis.

The operating lease liabilities at commencement reflect total lease payments discounted using an incremental borrowing rate (on a collateralized basis) based on the lease term (the “Discount”), as an implicit rate was not readily

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

determinable for any of the Company’s operating leases.

The Company determines its Discount with consideration of the Company’s public debt issuances as well as publicly available data for instruments with similar characteristics.

18 unchanged sentences

Weighted average discount rate 4.3 % 4.3 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Maturities of the operating lease liabilities outstanding at December 31, 2025 for each of the years in the period ending December 31, 2030 and thereafter are set forth in the table below.

5 unchanged sentences

Operating lease liabilities $ 485,149

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

In addition to the table above, the Company signed a lease agreement for additional office facilities, with lease commencement anticipated in 2027.

The lease term is 10 years and has undiscounted future lease payments of approximately $ 91,000 .

GOODWILL AND OTHER INTANGIBLE ASSETS

The components of goodwill and other intangible assets at December 31, 2024 and 2023 are presented below:

Goodwill $ 393,575 $ 394,898

Other intangible assets (net of accumulated amortization)

$ 393,575 $ 394,928

In addition to the table above, the Company signed two lease agreements for additional office facilities, with lease commencement anticipated in future periods.

The lease terms are approximately 8 to 10 years and the total of undiscounted future lease payments is approximately $ 110,000 .

Changes in the carrying amount of goodwill for the years ended December 31, 2025, 2024 and 2023 are as follows:

3 unchanged sentences

Balance, January 1 $ 312,305 $ 81,270 $ 393,575 $ 313,628 $ 81,270 $ 394,898 $ 312,699 $ 64,541 $ 377,240

Acquisition of

business – – – – 16,729 16,729 – – –

Acquisition of business – – – – – – – 16,729 16,729

Foreign currency

3 unchanged sentences

Pursuant to the Company’s goodwill impairment tests for the years ended December 31, 2025, 2024 and 2023, the Company determined that no impairment existed.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

OTHER ASSETS AND OTHER LIABILITIES

5 unchanged sentences

Total $ 311,593 $ 347,558

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following table sets forth the Company’s other liabilities, by type, as of December 31, 2025 and 2024:

4 unchanged sentences

Deferred revenue (a) 139,022 136,536

Tax receivable agreement obligation 57,051 75,899

Securities sold, not yet purchased 3,434 4,529

3 unchanged sentences

(a) Deferred revenue primarily relates to cash received for carried interest subject to clawback and unearned advisory fees received from private equity investments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Senior debt is comprised of the following as of December 31, 2025 and 2024:

10 unchanged sentences

500,000 3/11/29 4.375 % 4.56 % 500,000 2,954 497,046 500,000 3,875 496,125

Lazard Group 2029 Senior Notes

2031 Senior Notes

400,000 3/15/31 6.00 % 6.16 % 400,000 3,419 396,581 400,000 4,077 395,923

Lazard Group 2031 Senior Notes (a)

300,000 8/1/35 5.625 % 5.72 % 300,000 2,778 297,222 – – –

1 unchanged sentence

_____________________

(a) In March 2024, Lazard Group completed an offering of $ 400,000 aggregate principal amount of 6.00 % senior notes due in 2031.

Interest on the 2031 Notes is payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2024.

Shortly following the offering, Lazard Group used a portion of the net proceeds from the 2031 Notes to purchase in a tender offer $ 235,653 aggregate principal amount of the 2025 Notes.

On December 12, 2024, the remaining $ 164,347 aggregate principal amount of the 2025 Notes was redeemed or otherwise retired.

On December 12, 2024, Lazard, Inc.

provided an unconditional and irrevocable guarantee for the repayment of the Lazard Group 2027 Notes, 2028 Notes, 2029 Notes and 2031 Notes (collectively, the “Lazard Group Senior Notes”).

(a) During the third quarter of 2025, Lazard Group LLC completed an offering of 300,000 aggregate principal amount of 5.625 % senior notes due in 2035.

Interest on the 2035 Notes is payable semi-annually on February 1 and August 1 of each year, beginning February 1, 2026.

Lazard Group LLC used the net proceeds from the 2035 Notes to repurchase or redeem all of the issued and outstanding 2027 Notes.

has provided an unconditional and irrevocable guarantee for the repayment of all the senior notes in the table above.

The guarantee covers both the principal and interest payments on the senior debt and will remain in effect until all the Lazard Group senior notes are repaid.

As of December 31, 2025, the maximum future payments that Lazard, Inc.

could be required to make under this guarantee is the same as the carrying amount on the consolidated statements of financial

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

condition plus accrued interest.

On December 23, 2024, in conjunction with the Lazard, Inc.

guarantee of the Lazard Group Senior Notes, Lazard, Inc.

provided an unconditional and irrevocable guarantee for the obligations of Lazard Group under the Second Amended and Restated Credit Agreement (see below).

On June 6, 2023 , Lazard Group entered into a Second Amended and Restated Credit Agreement with a group of lenders for a five-year , $ 200,000 senior revolving credit facility expiring in June 2028 (the “Second Amended and Restated Credit Agreement”).

Borrowings under the Second Amended and Restated Credit Agreement generally will bear interest at adjusted term SOFR plus an applicable margin for specific interest periods determined based on Lazard Group’s highest credit rating from an internationally recognized credit agency.

The Second Amended and Restated Credit Agreement contains certain covenants, events of default and other customary provisions, including customary benchmark-replacement mechanics.

could be required to make under this guarantee is the same as the principal value in the table above plus accrued interest.

Lazard Group LLC has a Second Amended and Restated Credit Agreement with a group of lenders for a five-year , $ 200,000 senior revolving credit facility expiring in June 2028 (the “Second Amended and Restated Credit Agreement”).

Any borrowings under the Second Amended and Restated Credit Agreement generally will bear interest at adjusted term SOFR plus an applicable margin for specific interest periods determined based on Lazard Group LLC’s highest credit rating from an internationally recognized credit agency.

In conjunction with the Lazard, Inc.

guarantee of the Lazard Group Senior Notes, on December 23, 2024, the Company and Lazard Group entered into the First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”).

guarantee of the Lazard Group LLC’s then outstanding senior notes, on December 23, 2024, the Company and Lazard Group LLC entered into the First Amendment to Second Amended and Restated Credit Agreement pursuant to which Lazard, Inc.

provided an unconditional and irrevocable guarantee for the obligations of Lazard Group LLC under the Second Amended and Restated Credit Agreement.

As of December 31, 2025, the Company had approximately $ 210,000 in unused lines of credit available to it, including the credit facility provided under the Second Amended and Restated Credit Agreement.

1 unchanged sentence

Debt maturities relating to senior borrowings outstanding at December 31, 2025 for each of the five years in the period ending December 31, 2030 and thereafter are set forth in the table below.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Year Ending December 31,

4 unchanged sentences

COMMITMENTS AND CONTINGENCIES

See Notes 7 and 17 for information regarding commitments relating to investment capital funding commitments and obligations to fund our pension plans, respectively.

See Notes 7, 10 and 17 for information regarding commitments relating to investment capital funding commitments, leases and obligations to fund our pension plans, respectively.

The fulfillment of the commitments described herein should not have a material adverse effect on the Company’s consolidated financial position or results of operations.

Legal— The Company is involved from time to time in judicial, governmental, regulatory and arbitration proceedings and inquiries concerning matters arising in connection with the conduct of our businesses, including proceedings initiated by former employees alleging wrongful termination.

The Company reviews such matters on a case-by-case basis and establishes any required accrual if a loss is probable and the amount of such loss can be reasonably estimated.

The Company may experience significant variation in its revenue and earnings on an annual basis.

Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

particular year.

Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any particular year.

The Company believes, however, based on currently available information, that the results of any pending matters, in the aggregate, will not have a material effect on its business or financial condition.

4 unchanged sentences

Authorization Expiration

February 2022 $ 300,000 December 31, 2024

July 2024 $ 200,000 December 31, 2026

The Company’s purchases under the share repurchase program over time are used to offset dilution from the shares that have been or will be issued under Lazard’s 2018 Incentive Compensation Plan, as amended (the “2018 Plan”).

Pursuant to the share repurchase program, purchases have been made in the open market or through privately negotiated transactions.

The rate at which the Company purchases shares in connection with the share repurchase program may vary from period to period due to a variety of factors.

Pursuant to the share repurchase program, purchases have been made in the open market or through privately negotiated transactions, including those with employees.

The rate at which the Company purchases shares in connection with the share

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

repurchase program may vary from period to period due to a variety of factors.

Purchases with respect to such program are set forth in the table below:

3 unchanged sentences

2024 1,409,988 $ 42.20

2025 (a) 1,897,183 $ 47.97

______________________

There were 22,467,315 and 25,340,287 shares of our common stock held by our subsidiaries at December 31, 2024 and 2023, respectively.

Such shares of common stock are reported, at cost, as “Common stock held by subsidiaries” on the accompanying consolidated statements of financial condition.

(a) Includes 1,037,334 shares of common stock which were immediately canceled by the Company.

There was no impact on total stockholders' equity as a result of the share cancellation.

There were 17,822,122 and 22,467,315 shares of our common stock held in treasury, primarily relating to shares held by Lazard Group LLC, at December 31, 2025 and 2024, respectively.

Such shares of common stock are reported, at cost, as “common stock held in treasury” on the accompanying consolidated statements of financial condition.

During 2025, 2024 and 2023, certain of our executive officers received common stock in connection with the vesting or settlement of previously-granted deferred equity incentive awards.

2 unchanged sentences

The aggregate value of all such purchases in 2025, 2024 and 2023 was approximately $ 12,800 , $ 14,300 and $ 11,100 , respectively.

Such shares of common stock are reported at cost, and are included in “common stock held by subsidiaries” on the accompanying consolidated statements of financial condition.

Such shares of common stock are reported at cost, and are either included in “common stock held in treasury” on the accompanying consolidated statements of financial condition or were immediately canceled by the Company.

As of December 31, 2025, a total of $ 108,989 of share repurchase authorization remained available under Lazard, Inc.’s share repurchase program, which will expire on December 31, 2026 .

1 unchanged sentence

had in place trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which it effected stock repurchases in the open market.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Accumulated Other Comprehensive Income (Loss) (“AOCI”), Net of Tax — The tables below reflect the balances of each component of AOCI at December 31, 2025, 2024 and 2023 and activity during the years then ended:

4 unchanged sentences

Balance, January 1, 2025 $ ( 160,914 ) $ ( 165,888 ) $ ( 326,802 ) $ ( 60 ) $ ( 326,742 )

Other comprehensive loss before reclassifications ( 36,923 ) ( 6,509 ) ( 43,432 ) ( 61 ) ( 43,371 )

Other comprehensive income (loss) before reclassifications

59,433 ( 11,212 ) 48,221 64 48,157

Adjustments for items reclassified to earnings, net of tax – 7,076 7,076 – 7,076

1 unchanged sentence

Balance, December 31, 2025 $ ( 101,481 ) $ ( 170,024 ) $ ( 271,505 ) $ 4 $ ( 271,509 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Adjustments Employee

3 unchanged sentences

Balance, January 1, 2024 $ ( 123,991 ) $ ( 165,958 ) $ ( 289,949 ) $ 1 $ ( 289,950 )

Other comprehensive income (loss) before reclassifications 31,107 ( 32,261 ) ( 1,154 ) 1 ( 1,155 )

Other comprehensive loss before reclassifications

( 36,923 ) ( 6,509 ) ( 43,432 ) ( 61 ) ( 43,371 )

Adjustments for items reclassified to earnings, net of tax – 6,579 6,579 – 6,579

6 unchanged sentences

Balance, January 1, 2023 $ ( 156,924 ) $ ( 138,930 ) $ ( 295,854 ) $ – $ ( 295,854 )

Other comprehensive loss before reclassifications ( 64,778 ) ( 11,413 ) ( 76,191 ) – ( 76,191 )

Other comprehensive income (loss) before reclassifications

31,107 ( 32,261 ) ( 1,154 ) 1 ( 1,155 )

Adjustments for items reclassified to earnings, net of tax 1,826 5,233 7,059 – 7,059

Net other comprehensive loss ( 64,746 ) ( 7,261 ) ( 72,007 ) – ( 72,007 )

Net other comprehensive income (loss) 32,933 ( 27,028 ) 5,905 1 5,904

Balance, December 31, 2023 $ ( 123,991 ) $ ( 165,958 ) $ ( 289,949 ) $ 1 $ ( 289,950 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The table below reflects adjustments for items reclassified out of AOCI, by component, for the years ended December 31, 2025, 2024 and 2023:

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Such amounts are included in “operating expenses–other” on the consolidated statements of operations.

Noncontrolling Interests— Noncontrolling interests principally represent (i) interests held in Edgewater’s management vehicles that the Company is deemed to control, but does not own, (ii) profits interest participation rights (see Note 16) and (iii) LGAC interests (see Note 24).

Redeemable Noncontrolling Interests —Redeemable noncontrolling interests principally represent consolidated VIE interests held by employees (vested LFI awards), which may be redeemed at any time at the option of the holder for cash, are recorded on the Company’s consolidated statements of financial position at redemption value and classified as temporary equity.

Noncontrolling Interests— Noncontrolling interests principally represent (i) interests held in Edgewater’s management vehicles that the Company is deemed to control, but does not own, and (ii) profits interest participation rights (see Note 16).

Redeemable Noncontrolling Interests —Redeemable noncontrolling interests represent consolidated VIE interests held by employees (vested LFI awards), which may be redeemed at any time at the option of the holder for cash, are

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

recorded on the Company’s consolidated statements of financial position at redemption value and classified as temporary equity.

Changes in redemption value are recognized immediately as they occur and will adjust the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period (see Note 24).

3 unchanged sentences

Share-Based Incentive Plan Awards

Total shares available for issuance under incentive compensation plans are primarily from the 2018 Plan, which became effective on April 24, 2018 and was amended on May 9, 2024 to increase the aggregate number of shares authorized for issuance by 20,000,000 shares.

The aggregate number of shares authorized for issuance under the 2018 Plan is 70,000,000 .

Total shares available for issuance under incentive compensation plans are primarily from the 2018 Plan, which as amended, authorized the issuance of an aggregate of 70,000,000 shares.

Such shares may be issued pursuant to the grant or exercise of stock options;

4 unchanged sentences

and other share-based awards.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following reflects the expense with respect to share-based incentive plans, which is primarily recorded within “compensation and benefits” expense in the Company’s accompanying consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023:

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RSUs generally include a dividend participation right during the applicable vesting period, which is payable in additional units.

During the year ended December 31, 2024, dividend participation rights required the issuance of an aggregate 748,876 units of RSUs and the associated aggregate charge to “retained earnings” (with a corresponding credit to “additional paid-in-capital”) was $ 30,378 .

In connection with RSUs and PRSUs that settled during the year ended December 31, 2024, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,621,960 and 29,690 shares, respectively, of common stock during the year.

Accordingly, 2,649,234 and 33,479 shares, respectively, of common stock held by the Company were delivered during the year ended December 31, 2024.

During the year ended December 31, 2025, dividend participation rights required the issuance of an

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

aggregate 716,759 units of RSUs and the associated aggregate charge to “retained earnings” (with a corresponding credit to “additional paid-in-capital”) was $ 33,886 .

PRSUs are a type of RSU that is incrementally subject to performance-based and service-based vesting conditions and a market-based condition.

4 unchanged sentences

PRSUs include dividend participation rights that are subject to the same vesting restrictions (including performance conditions) as the underlying PRSUs to which they relate and are settled in cash at the same rate that dividends are paid on common stock.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Compensation expense recognized for PRSU awards is determined by multiplying the number of shares of common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value.

In connection with RSUs and PRSUs that settled during the year ended December 31, 2025, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 2,181,981 and 52,000 shares, respectively, of common stock during the year.

Accordingly, 3,204,362 and 58,638 shares, respectively, of common stock held by the Company were delivered during the year ended December 31, 2025.

The following is a summary of activity relating to RSUs and PRSUs for the year ended December 31, 2025:

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Forfeited ( 715,581 ) $ 43.24 – $ –

PRSUs performance units earned (a) 48,342 $ 21.92

Settled ( 5,461,043 ) $ 35.74 ( 110,638 ) $ 29.53

Balance, December 31, 2025 17,963,773 $ 44.03 –

_____________________

(a) Represents PRSUs earned during the year ended December 31, 2025 under the performance conditions of previously-granted PRSU awards in excess of the target payout levels of such awards.

The weighted-average grant date fair value of RSUs granted in 2024 and 2023 was $ 38.87 and $ 36.54 , respectively.

The weighted-average grant date fair value of PRSUs granted in 2022 was $ 35.44 .

As of December 31, 2024, the total estimated unrecognized compensation expense of RSUs was $ 201,065 .

The Company expects to expense such amounts over weighted-average periods of approximately 1.7 years subsequent to December 31, 2024.

As of December 31, 2025, the total estimated unrecognized compensation expense related to RSUs was $ 274,988 .

The Company expects to expense such amounts over a weighted-average period of approximately 1.6 years subsequent to December 31, 2025.

PIPRs are equity incentive awards that, subject to certain vesting and other conditions described below, may be exchanged for shares of common stock pursuant to the 2018 Plan.

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federal income tax purposes and are recorded as noncontrolling interests within stockholders’ equity in the Company’s consolidated statements of financial condition until they are exchanged into common stock, at which time there is a reclassification to additional paid-in-capital.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

PIPRs, with the exception of Stock Price PIPRs (“SP-PIPRs”), as explained below, generally provide for vesting approximately three years following the grant date, so long as applicable vesting and other conditions have been satisfied.

6 unchanged sentences

• Performance PIPRs (“P-PIPRs”), which are subject to service-based and performance-based vesting conditions, and incremental market-based conditions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

• SP-PIPRs, which are subject to service-based vesting conditions and common stock price milestones and are eligible to vest in three tranches.

The number of shares of common stock that a recipient will receive upon the exchange of a P-PIPR award is calculated by reference to applicable performance-based vesting conditions and, beginning with P-PIPRs granted in 2021, incremental market-based conditions and only result in value to the recipient to the extent the vesting and other conditions are satisfied.

The number of shares of common stock that a recipient will receive upon the exchange of a P-PIPR award is calculated by reference to applicable performance-based vesting conditions and incremental market-based conditions and only result in value to the recipient to the extent the vesting and other conditions are satisfied.

The target number of shares of common stock subject to each P-PIPR is one .

Based on the achievement of performance conditions, as determined and approved by the Compensation Committee, the number of shares of common stock that may be received in connection with the P-PIPR awards granted prior to February 2021 will range from zero to two times the target number.

For the P-PIPR awards granted beginning in February 2021, subject to both performance-based and incremental market-based conditions, the number of shares that may be received will range from zero to 2.4 times the target number.

Based on the achievement of performance conditions, as determined and approved by the Compensation Committee, the number of shares of common stock that may be received in connection with P-PIPR awards granted, subject to both performance-based and incremental market-based conditions, the number of shares that may be received will range from zero to 2.4 times the target number.

Unless applicable vesting and other conditions are satisfied during the three-year performance period, and the Minimum Value Condition is satisfied within five years following the grant date, all P-PIPRs will be forfeited.

SP-PIPRs are eligible to vest in three tranches (each, a “Tranche”) based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified anniversary of the date of grant, as described below.

Their aggregate fair value at the grant date, which based on the estimated probability of achieving the common stock price milestones,was approximately $ 33,900 , is expensed over the requisite service periods.

Each Tranche, as described below, is subject to the executive’s continued employment through the applicable anniversary of the date of grant and requires that the applicable common stock price milestone is sustained for any 30 consecutive day period prior to the anniversary of the date of grant of the applicable Tranche (the “Expiration Date”).

Their aggregate fair value at the original grant date, which based on the estimated probability of achieving the common stock price milestones was approximately $ 33,900 , is expensed over the requisite service periods.

Each Tranche, as described below, is subject to the executive’s continued employment through the applicable anniversary of the date of grant, or earlier in certain circumstances, and requires that the applicable common stock price milestone is sustained for any 30 consecutive day period prior to the anniversary of the date of grant of the applicable Tranche (the “Expiration Date”).

SP-PIPRs vest:

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If the service conditions and common stock price milestones, as described above, are not achieved as of the Expiration Date, all SP-PIPRs in such Tranche will be forfeited.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following is a summary of activity relating to all PIPRs during the year ended December 31, 2025:

3 unchanged sentences

Fair Value Units Weighted

Fair Value (c)

Balance, January 1, 2025 3,331,563 $ 35.77 963,660 $ 35.44 2,250,000 $ 15.06

1 unchanged sentence

Forfeited ( 212,968 ) $ 36.41 – $ – – $ –

Performance units earned (b) 747,800 $ 21.92

Settled ( 478,646 ) $ 32.95 ( 1,711,460 ) $ 29.53 – $ –

2 unchanged sentences

(a) Includes PIPR awards with only service-based vesting conditions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Fair values shown above represent the weighted average as of grant date.

The weighted-average gr ant date fair value of ordinary PIPRs and SP-PIPRs granted in 2023 was $ 34.50 and $ 15.06 , respectively.

The weighted-average grant date fair value of ordinary PIPRs and P-PIPRs granted in 2022 was $ 32.95 and $ 35.44 , respectively.

(b) Represents P-PIPRs earned during the year ended December 31, 2025 under the performance conditions of previously-granted P-PIPR awards in excess of the target payout levels of such awards.

(c) The change in the weighted average grant date fair value of SP-PIPRs as of December 31, 2025 reflects a modification of certain awards.

The weighted-average gr ant date fair value of ordinary PIPRs granted in 2024 was $ 38.26 .

The weighted-average grant date fair value of ordinary PIPRs and SP-PIPRs granted in 2023 was $ 34.50 and $ 15.06 , respectively.

Compensation expense recognized for ordinary PIPRs and P-PIPRs is determined by multiplying the number of shares of common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value.

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The related compensation liability is accounted for at fair value as a derivative liability, which contemplates the impact of estimated forfeitures, and is adjusted for changes in fair value primarily related to changes in value of the underlying investments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following is a summary of activity relating to LFI and other similar deferred compensation arrangements during the year ended December 31, 2025:

14 unchanged sentences

Total $ 87,230 $ 116,585 $ 205,820

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Cash Retention Awards

During the year ended December 31, 2024, the Company granted and paid approximately $ 94,000 of cash retention awards that are subject to repayment in full in connection with a termination of employment for cause or resignation without good reason on or prior to the three-year service period.

During the year ended December 31, 2024, the Company granted and paid cash retention awards that are subject to repayment in full in connection with a termination of employment for cause or resignation without good reason on or prior to the three-year service period.

In connection with these awards, the Company recorded a prepaid compensation asset on the grant date based upon the amount paid.

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RSUs, PIPRs, and LFI and other similar deferred compensation arrangements.

RSUs and LFI granted in 2026 vest ratably over three years , which we expect will be the vesting period for all year-end compensation grants going forward.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

EMPLOYEE BENEFIT PLANS

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pension plans during the year ending December 31, 2026 are not expected to be material.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following table summarizes the changes in the benefit obligations, the fair value of the assets, the funded status and amounts recognized in the consolidated statements of financial condition for the post-retirement plans.

26 unchanged sentences

Net amount recognized $ 210,441 $ 205,657

For the years ended December 31, 2024 and 2023, the change in the benefit obligation related to the actuarial (gain) loss is principally attributable to changes in the discount rates.

The following table summarizes the fair value of plan assets, the accumulated benefit obligation and the projected benefit obligation at December 31, 2024 and 2023:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

For the years ended December 31, 2025 and 2024, the change in the benefit obligation related to the actuarial (gain) loss is principally attributable to changes in the discount rates, changes in long-term inflation expectations and changes in demographic assumptions.

The following table summarizes the fair value of plan assets and the accumulated benefit obligation at December 31, 2025 and 2024:

Pension Plans

6 unchanged sentences

Accumulated benefit obligation $ 16,153 $ 16,606 $ 448,064 $ 425,819 $ 464,217 $ 442,425

Projected benefit obligation $ 16,606 $ 19,999 $ 425,819 $ 470,702 $ 442,425 $ 490,701

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The Company’s benefit plans are frozen and as a result, the projected benefit obligation for our qualified defined benefit plans is approximately equal to the accumulated benefit obligation.

The following table summarizes the components of net periodic benefit cost (credit), the return on the Company’s post-retirement plan assets, benefits paid, contributions and other amounts recognized in AOCI for the years ended December 31, 2025, 2024 and 2023:

21 unchanged sentences

Net amount recognized in total periodic benefit cost and AOCI $ 12,375 $ 3,484 $ 39,759

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The assumptions used to develop actuarial present value of the projected benefit obligation and net periodic pension cost as of or for the years ended December 31, 2025, 2024 and 2023 are set forth below:

6 unchanged sentences

Expected long-term rate of return on plan assets 5.6 % 5.4 % 5.1 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Generally, the Company determined the discount rates for its defined benefit plans by utilizing indices for long-term, high-quality bonds and ensuring that the discount rate does not exceed the yield reported for those indices after adjustment for the duration of the plans’ liabilities.

4 unchanged sentences

2031-2035 149,785

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Plan Assets — The following tables present the categorization of our pension plans’ assets as of December 31, 2025 and 2024, measured at fair value, into a fair value hierarchy and investments measured at NAV or its equivalent as a practical expedient in accordance with fair value measurement disclosure requirements:

9 unchanged sentences

Total $ 106,932 $ 103,966 $ – $ 258,431 $ 469,329

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

As of December 31, 2024

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Consistent with the plans’ investment strategies, at December 31, 2025 and 2024, the Company’s U.S.

pension plan had 53 % and 50 %, respectively, of the plans’ assets invested in equity funds in Level 1 and measured at NAV or its equivalent as a practical expedient, 47 % and 47 %, respectively, invested in Level 1 debt funds, and at December 31, 2023, 3 % was invested in cash, which is a Level 1 asset.

pension plan had 52 % and 53 %, respectively, of the plans’ assets invested in equity funds in Level 1 and measured at NAV or its equivalent as a practical expedient, 46 % and 47 %, respectively, invested in Level 1 debt funds and at December 31, 2025, 2 % invested in cash, which is a Level 1 asset.

The Company’s non-U.S.

2 unchanged sentences

Investment Policies and Strategies —The primary investment goal is to ensure that the pension plans remain well funded, taking account of the likely future risks to investment returns and contributions.

As a result, a portfolio of assets is maintained with appropriate liquidity and diversification that can be expected to generate long-term future returns that minimize the long-term costs of the pension plans without exposing the plans to an unacceptable risk of under-funding.

As a result, a portfolio of assets is maintained with appropriate liquidity and diversification that can be expected to generate long-term future returns that

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

minimize the long-term costs of the pension plans without exposing the plans to an unacceptable risk of under-funding.

The Company’s likely future ability to pay such contributions as are required to maintain the funded status of the plans over a reasonable time period is considered when determining the level of risk that is appropriate.

4 unchanged sentences

Such contributions amounted to $ 22,526 , $ 21,136 and $ 22,190 for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in “compensation and benefits” expense on the consolidated statements of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

COST-SAVING INITIATIVES

24 unchanged sentences

Total $ 102,428 $ 57,499 $ 40,077 $ 200,004

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Activity related to the obligations pursuant to the cost-saving initiatives during the year ended December 31, 2025 was as follows:

Accrued Compensation and Benefits Other Total

Accrued Compensation and Benefits

Balance, January 1, 2025 $ 6,268

Total expenses 46,610 2,119 48,729

Noncash expenses (a) 9,431 3,018 12,449

Foreign currency translation

and other adjustments ( 15 )

Payments and settlements 5,382

Balance, December 31, 2025 $ 901

___________________________________

(a) Noncash expenses reflected in “accrued compensation and benefits” activity principally represents accelerated amortization of deferred incentive compensation awards.

Noncash expenses reflected in “other” activity principally relates to impairments of certain operating lease right-of-use assets and certain foreign exchange related losses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Following the Conversion on January 1, 2024, Lazard, Inc.

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federal income taxes on all its income and through its subsidiaries, is also subject to state and local taxes on its income apportioned to various state and local jurisdictions.

Lazard Group operates principally through subsidiary corporations including those domiciled outside the U.S.

Lazard Group LLC operates principally through subsidiary corporations including those domiciled outside the U.S.

that are subject to local income taxes in foreign jurisdictions.

In addition, Lazard Group is subject to Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City.

The components of the Company’s provision (benefit) for income taxes for the years ended December 31, 2024, 2023 and 2022, and a reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rates for such years, are shown below.

In addition, Lazard Group LLC is subject to Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City.

The following table represents the U.S.

components of operating income (loss).

The Company previously disclosed operating income (loss) by geographic region in its segment information.

Comparable prior year information has been recast to reflect the updated presentation.

Year Ended December 31,

2025 2024 2023

$ 119,552 $ 64,153 $ ( 194,353 )

208,046 322,319 114,396

Operating income (loss) $ 327,598 $ 386,472 $ ( 79,957 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The components of the Company’s provision (benefit) for income taxes for the years ended December 31, 2025, 2024 and 2023, are shown below.

Year Ended December 31,

2025 2024 2023

Federal $ ( 3,993 ) $ 8,693 $ 96

7 unchanged sentences

Total $ 76,578 $ 99,764 $ ( 22,650 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate after the adoption of the new income tax disclosures guidance is shown below:

Year Ended December 31, 2025

Amount Percent

Federal Statutory Tax Rate $ 68,796 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect (a) 768 0.2

Foreign Tax Effects

Statutory tax rate difference between France and United States 6,077 1.9

Withholding taxes 4,534 1.4

Other 1,380 0.4

United Kingdom

Share-based incentive compensation ( 4,117 ) ( 1.3 )

Other ( 1,497 ) ( 0.5 )

Other foreign jurisdictions 8,221 2.5

Effect of Cross-Border Tax Laws

Foreign branch tax effects ( 14,028 ) ( 4.3 )

Other 3,953 1.2

Tax Credits ( 2,140 ) ( 0.7 )

Changes in Valuation Allowances 18,846 5.8

Nontaxable or Nondeductible Items

Share-based incentive compensation ( 11,052 ) ( 3.4 )

Non-deductible executive compensation 10,330 3.2

Other ( 9,441 ) ( 2.8 )

Changes in Unrecognized Tax Benefits (b) ( 4,052 ) ( 1.2 )

Effective Income Tax Rate $ 76,578 23.4 %

___________________

(a) State taxes in New York made up the majority of the tax effect of this category.

(b) Changes in unrecognized tax benefits on an aggregated basis for all jurisdictions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rates prior to the adoption of the new income tax disclosures guidance is shown below:

Year Ended December 31,

federal statutory income tax rate 21.0 % 21.0 %

Foreign source income not subject to U.S.

( 0.1 ) 1.0 ( 0.4 )

Change in U.S.

5 unchanged sentences

Income attributable to noncontrolling interests

( 0.4 ) 5.7 ( 1.4 )

Uncertain tax positions ( 1.8 ) ( 0.3 )

1 unchanged sentence

Effective income tax rate 25.8 % 28.3 %

See Note 23 regarding “operating income (loss)” by geographic region.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated statements of financial condition.

21 unchanged sentences

The historical profitability of each tax-paying entity is an important factor in determining whether to record a valuation allowance and when to release any such allowance.

Certain of our tax-paying entities have individually experienced losses on a cumulative three year basis or have tax attributes that may expire unused.

Certain of our tax-paying entities have individually

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

experienced losses on a cumulative three year basis or have tax attributes that may expire unused.

In addition, some of our tax-paying entities have recorded a valuation allowance on substantially all of their deferred tax assets due to the combined effect of operating losses in certain subsidiaries of these entities as well as foreign taxes that together limit their ability to eliminate residual U.S.

10 unchanged sentences

Ending Balance $ 112,627 $ 89,662 $ 99,600

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The Company had net operating loss and tax credit carryforwards for which related deferred tax assets of $ 270,258 were recorded at December 31, 2025 primarily relating to:

(i) indefinite-lived net operating loss carryforwards (subject to various limitations) of approximately $ 91,000 in Brazil, Germany, Hong Kong, Saudi Arabia and the U.S.;

(i) indefinite-lived net operating loss carryforwards (subject to various limitations) of approximately $ 90,000 in Brazil, Germany, Hong Kong, Saudi Arabia, United Kingdom and the U.S.;

(ii) carryforwards of approximately $ 165,000 that expire in different periods, including U.S.

18 unchanged sentences

$ 64,685 $ 68,626 $ 79,580

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Additional information with respect to unrecognized tax benefits is as follows:

7 unchanged sentences

$ 472 $ 1,847 $ 509

The Company anticipates that it is reasonably possible that approximately $ 20,500 of unrecognized tax benefits, including interest and penalties recorded at December 31, 2024, may be recognized within 12 months as a result of the lapse of the statute of limitations in various tax jurisdictions.

The amount of cash income taxes, net of refunds were as follows:

Year Ended December 31, 2025

Federal $ 13,088

State and local 3,221

Australia 6,377

France 75,363

All other foreign 11,847

Income taxes, net of refunds $ 118,753

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10 unchanged sentences

Adjustment for earnings attributable to participating securities

1,233 – 2,641

Net income (loss) attributable to Lazard - diluted $ 230,910 $ 274,259 $ ( 79,919 )

13 unchanged sentences

_____________________

(a) The aggregate weighted average number of incremental shares of common stock issuable from PIPRs for the year ended December 31, 2024 of 1,463,646 and from RSUs, PRSUs and PIPRs for the year ended December 31, 2023 of 4,779,627 , that could be potentially dilutive in future periods, have been excluded from the computation of diluted net income (loss) per share as the effect would be antidilutive in the respective periods.

(a) The aggregate weighted average number of incremental shares of common stock issuable from PIPRs for the years ended December 31, 2025 and 2024 of 2,118,162 and 1,463,646 , respectively, and from RSUs, PRSUs and PIPRs for the year ended December 31, 2023 of 4,779,627 , that could be potentially dilutive in future periods, have been excluded from the computation of diluted net income (loss) per share as the effect would be antidilutive in the respective periods.

RELATED PARTIES

5 unchanged sentences

The Second Amended and Restated Tax Receivable Agreement, dated as of October 26, 2015 (the “TRA”), between Lazard and LTBP Trust, a Delaware statutory trust (the “Trust”), provides for the payment by our subsidiaries to the Trust of (i) approximately 45 % of the amount of cash savings, if any, in U.S.

federal, state and local income tax or franchise tax that we actually realize as a result of the increases in the tax basis of certain assets and of certain other tax benefits related to the TRA, and (ii) an amount that we currently expect will equal 85 % of the cash tax savings that may

federal, state and local income tax or franchise tax that we actually realize as a result of the increases in the tax basis of certain assets and of certain other tax

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

arise from tax basis increases attributable to payments under the TRA.

benefits related to the TRA, and (ii) an amount that we currently expect will equal 85 % of the cash tax savings that may arise from tax basis increases attributable to payments under the TRA.

Our subsidiaries expect to benefit from the balance of cash savings, if any, in income tax that our subsidiaries realize from such tax basis increases.

Any amount paid by our subsidiaries to the Trust will generally be distributed pro rata to the owners of the Trust, who include certain of our executive officers.

Any amount paid by our subsidiaries to the Trust will generally be distributed pro rata to the owners of the Trust, who include one of our executive officers.

For purposes of the TRA, cash savings in income and franchise tax will be computed by comparing our subsidiaries’ actual income and franchise tax liability to the amount of such taxes that our subsidiaries would have been required to pay had there been no increase in the tax basis of certain assets of Lazard Group and had our subsidiaries not entered into the TRA.

1 unchanged sentence

The amount of the TRA liability is an undiscounted amount based upon current tax laws, the current structure of the Company and various assumptions regarding potential future operating profitability.

The assumptions reflected in the estimate involve significant judgment and if our structure or actual income are different than our assumptions, we could be required to accelerate payments under the TRA.

As such, the actual amount and timing of payments under the TRA could differ materially from our estimates.

The assumptions reflected in the estimate involve significant judgment, and as such, the actual amount and timing of payments under the TRA could differ materially from our estimates.

Any changes in the amount of the estimated liability would be recorded as a non-compensation expense in the consolidated statements of operations.

Adjustments, if necessary, to the related deferred tax assets would be recorded through the “provision (benefit) for income taxes”.

The periodic revaluation of the TRA liability and the assumptions reflected in the estimate had the effect in the year ended December 31, 2024 of reducing the estimated liability under the TRA.

As a result, for the years ended December 31, 2024, 2023 and 2022, the Company recorded a “benefit pursuant to tax receivable agreement” on the consolidated statements of operations of $ 8,237 , $ 43,894 and $ 1,209 , respectively.

The cumulative liability relating to our obligations under the TRA as of December 31, 2024 and 2023 was $ 75,899 and $ 115,087 , respectively, and is recorded in “tax receivable agreement obligation” on the consolidated statements of financial condition.

The periodic revaluation of the TRA liability and the assumptions reflected in the estimate had the effect of reducing the estimated liability under the TRA.

As a result, the Company recorded a “benefit pursuant to tax receivable agreement obligation” on the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 of $ 18,775 , $ 8,237 and $ 43,894 , respectively.

The cumulative liability relating to our obligations under the TRA as of December 31, 2025 and 2024 was $ 57,051 and $ 75,899 , respectively, and is recorded in “other liabilities” on the consolidated statements of financial condition.

See Note 15 for information regarding related party transactions pertaining to shares repurchased from certain of our executive officers.

31 unchanged sentences

The Company’s CODM is the Company’s Chief Executive Officer.

The CODM assesses the segments’ performance by each segment’s adjusted operating income (loss) attributable to each of the segments.

The Company previously disclosed each segments’ U.S.

GAAP operating income (loss) as the segment’s measure of profit and loss.

Comparable prior year information has been recast to reflect the updated measure.

The CODM assesses the segments’ performance by each segment’s adjusted operating income (loss).

Adjusted operating income (loss) is also used by the CODM to allocate compensation and non-compensation related resources to each segment.

For the years ended December 31, 2025, 2024 and 2023, no individual client constituted more than 10% of the net revenue of any of the Company’s reportable segments.

The table below provides select financial information about the Company’s segments, including adjusted compensation and benefits expense and adjusted non-compensation expense (both of which are significant expense categories on which the CODM is regularly provided information), other segments items, and adjusted operating income (loss).

The table below provides selected financial information about the Company’s segments, including adjusted compensation and benefits expense and adjusted non-compensation expense (both of which are significant expense categories on which the CODM is regularly provided information), other segment items, and adjusted operating income (loss).

Adjusted compensation and benefits expense and adjusted non-compensation expense include costs directly incurred by each segment, with certain adjustments.

Adjusted non-compensation expense includes expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services.

Other segment items include certain adjustments to calculate adjusted operating income, including:

Other segment items include certain adjustments to calculate adjusted operating income (loss), including:

• Noncontrolling interests;

3 unchanged sentences

• Interest expense, excluding interest expense incurred by LFB;

• Asset impairment charges;

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

• Asset impairment charges;

• Losses associated with the closing of certain offices as part of the cost-saving initiatives, including the reclassification of currency translation adjustments to earnings from accumulated other comprehensive loss and transactions related to foreign currency exchange;

• Losses associated with the closing of certain offices as part of the cost-saving initiatives, representing the reclassification of currency translation adjustments to earnings from accumulated other comprehensive loss and transactions related to foreign currency exchange;

• The gain on sale of an owned office building.

2 unchanged sentences

Year Ended December 31, 2025

Financial Advisory

Asset Management

Net Revenue - U.S.

GAAP Basis $ 1,756,183 $ 1,186,977 $ 108,677 $ 3,051,837

Financial Advisory Asset Management Corporate

Net Revenue (Loss) - U.S.

$ 1,834,303 $ 1,274,726 $ ( 10,182 ) $ 3,098,847

Adjusted Compensation and Benefits Expense 1,171,533 640,804 172,518 1,984,855

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Year Ended December 31, 2024

Financial Advisory Asset Management Corporate Total

Net Revenue (Loss) - U.S.

Financial Advisory Asset Management Corporate

Net Revenue - U.S.

GAAP Basis $ 1,756,183 $ 1,186,977 $ 108,677 $ 3,051,837

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Year Ended December 31, 2023

Financial Advisory Asset Management Corporate Total

Financial Advisory Asset Management Corporate

Net Revenue (Loss) - U.S.

9 unchanged sentences

expense) $ 8,458 $ 6,448 $ 27,860 $ 42,766

The table below provides a reconciliation of the Company's consolidated adjusted operating income (loss) to the Company’s consolidated U.S.

The table below provides a reconciliation of the Company's consolidated adjusted operating income to the Company’s consolidated U.S.

GAAP operating income (loss).

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Adjusted Operating Income $ 432,150 $ 410,945 $ 165,578

Operating income related to noncontrolling interests and similar

arrangements (a)

Operating income related to noncontrolling interests and similar arrangements (a)

14,184 6,787 18,169

Interest expense (b) ( 87,282 ) ( 87,795 ) ( 77,457 )

( 87,795 ) ( 77,457 ) ( 76,528 )

Amortization and other acquisition-related costs ( 105 ) ( 242 ) ( 334 )

Expenses associated with senior management transition (c) ( 50,124 ) – ( 10,674 )

Asset impairment charges – – ( 19,129 )

Losses associated with cost-saving initiatives (c)

( 587 ) ( 4,878 ) –

Losses associated with cost-saving initiatives (d) – ( 587 ) ( 4,878 )

Expenses associated with cost-saving initiatives – ( 48,142 ) ( 195,126 )

Gain on sale of property (d)

Expenses associated with sale of property (e)

( 17,002 ) – –

Expenses related to office space reorganization (f)

– – ( 3,764 )

Expenses associated with senior management transition (g)

– ( 10,674 ) ( 33,019 )

Benefit pursuant to tax receivable obligation ("TRA") (h)

8,237 43,894 1,209

Gain on sale of property (e) – 114,271 –

Expenses associated with sale of property (f) – ( 17,002 ) –

Benefit pursuant to tax receivable obligation (g) 18,775 8,237 43,894

Operating Income (Loss) - U.S.

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(b) Interest expense (excluding interest expense incurred by LFB) is added back in determining adjusted net revenue because such expense relates to corporate financing activities and is not considered to be a cost directly related to the revenue of our business.

(c) Represents losses associated with the closing of certain offices as part of the cost-saving initiatives, including the reclassification of currency translation adjustments to earnings from accumulated other comprehensive losses in the years ended December 31, 2024 and 2023 and transactions related to foreign currency exchange in the year ended December 31, 2023.

(d) Represents gain on the sale of an owned office building.

(e) Represents estimated statutory profit-sharing expenses associated with the sale of an owned office building.

(d) Represents losses associated with the closing of certain offices as part of the cost-saving initiatives, primarily consisting of the reclassification of currency translation adjustments to earnings from accumulated other comprehensive losses in the years ended December 31, 2024 and 2023 and transactions related to foreign currency exchange in the year ended December 31, 2023.

(e) Represents gain on the sale of an owned office building.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

(f) Represents building depreciation and other costs related to office space reorganization.

(g) Represents expenses associated with senior management transition reflecting the departure of certain executive officers.

(h) Represents the effect of the periodic revaluation of the TRA liability.

(f) Represents estimated statutory profit-sharing expenses associated with the sale of an owned office building.

(g) Represents the effect of the periodic revaluation of the TRA liability.

Geographic Information

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Total $ 3,098,847 $ 3,051,837 $ 2,515,489

Operating Income (Loss) - U.S.

Americas $ 101,675 $ ( 224,857 ) $ 235,640

EMEA 256,938 108,058 248,404

Asia Pacific 27,859 36,842 32,804

Total $ 386,472 $ ( 79,957 ) $ 516,848

Total Assets:

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Total $ 4,940,734 $ 4,793,993

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

CONSOLIDATED VIEs

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Lazard invests in these funds and is the investment manager and is therefore deemed to have both the power to direct the most significant activities of the funds and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these funds.

The assets of LFI Consolidated Funds, except as it relates to $ 68,452 and $ 113,174 of LFI held by Lazard Group as of December 31, 2024 and 2023, respectively, can only be used to settle the obligations of LFI Consolidated Funds.

The Company’s consolidated VIE assets and liabilities for LFI

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Consolidated Funds as reflected in the consolidated statements of financial condition consist of the following at December 31, 2024 and 2023.

The assets of LFI Consolidated Funds, except as it relates to $ 36,527 and $ 68,452 of LFI owned by Lazard Group as of December 31, 2025 and 2024, respectively, can only be used to settle the obligations of LFI Consolidated Funds.

The Company’s consolidated VIE assets and liabilities for LFI Consolidated Funds as reflected in the consolidated statements of financial condition consist of the following at December 31, 2025 and 2024.

Cash and cash equivalents $ 1,028 $ 2,456

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Total liabilities

$ 367 $ 23,851

Lazard Growth Acquisition Corp.

3 unchanged sentences

As a result, both LGAC and the sponsor were consolidated in the Company’s financial statements.

“Redeemable noncontrolling interests” of $ 583,471 associated with the publicly held LGAC Class A ordinary shares were recorded on the Company’s consolidated statements of financial condition as of December 31, 2022 at redemption value and classified as temporary equity.

On February 23, 2023, LGAC redeemed all of its outstanding publicly held Class A ordinary shares as a result of LGAC not consummating a business combination within the time period required by its amended and restated memorandum and articles of association resulting in the distribution of $ 585,891 of the cash held in the trust account to the LGAC shareholders.

1 unchanged sentence

In addition, $ 20,125 of non-cash deferred underwriting fees was no longer probable of being incurred and therefore was reversed from other liabilities to additional paid-in-capital.

SUBSEQUENT EVENT

On February 13, 2026, the Company completed the sale of a controlling stake in the Edgewater management vehicles and will no longer consolidate Edgewater into its financial results.

SUPPLEMENTAL FINANCIAL INFORMATION

3 unchanged sentences

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 8. Financial Statements and Supplementary Data