What changed in this filing

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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-24 · 61 added, 24 removed, 343 unchanged (20% of the section changed)

5 unchanged sentences

Other Information

On December 13, 2024 , Peter R.

Orszag , the Company’s Chief Executive Officer and Chairman , adopted a trading plan for the sale of shares of the Company’s common stock, which is designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act.

The plan expires on the earlier of April 30, 2025 or upon the sale of the maximum number of shares under the trading plan.

The aggregate number of shares to be sold under the plan is equal to 50% of the shares underlying equity awards that are scheduled to vest during the term of the plan, representing up to approximately 130,000 shares of the Company’s common stock.

Sales of the shares pursuant to the plan, together with any incremental sales to the Company, are intended to cover estimated taxes and other personal expenditures.

During the three months ended December 31, 2024, no other director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “Non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

On December 11, 2025 , Christopher Hogbin , the Chief Executive Officer of Lazard’s asset management business , adopted a trading plan for the sale of shares of the Company’s common stock, which is designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act.

The plan expires March 31, 2026 .

The aggregate number of shares to be sold under the plan is 50% of the shares (net of taxes) underlying the equity awards that are scheduled to vest during the plan, representing up to approximately 11,832 shares of the Company’s stock.

During the three months ended December 31, 2025, no other director or officer of the Company entered into, modified or terminated , contracts, instructions or written plans for the sale or purchase of Lazard securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K of the Exchange Act).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Our insider trading policy is incorporated by reference to our Annual Report on Form 10-K filed on February 24, 2025.

Executive Compensation

31 unchanged sentences

Performance-based units awarded represent the contingent right to receive common stock based on the achievement of both performance-based and market-based criteria, the number of shares of common stock that ultimately may be received generally will range from zero to 2.4 times the target number.

Profits interest participation rights, including P-PIPRs and excluding SP-PIPRs, represent the contingent right to receive the equivalent number of shares of common stock in exchange for such rights, subject to the satisfaction of certain vesting criteria and the Minimum Value Condition, and, in the case of P-PIPRs, certain performance-based criteria and beginning with P-PIPRs granted in 2021, incremental market-based conditions.

For P-PIPRs granted prior to February 2021, the number of shares of common stock that ultimately may be received generally will range from zero to two times the target number.

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

For P-PIPRs awards subject to both performance-based and incremental market-based criteria, the number of shares that may be received will range from zero to 2.4 times the target number.

SP-PIPRs are eligible to vest in three tranches based on the achievement of service conditions and Tranche-specific common stock milestones.

30 unchanged sentences

001-32492) filed on March 12, 2024).

4.8 Eleventh Supplemental Indenture, dated as of December 12, 2024, among Lazard Group LLC, La zard, Inc.

4.8 Eleventh Supplemental Indenture, dated as of December 12, 2024, among Lazard Group LLC, Lazard, Inc.

and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

001-32492) filed on December 12, 2024).

4.9 Twelfth Supplemental Indenture, dated as of August 1, 2025, among Lazard Group LLC, Lazard, Inc.

and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-32492) filed on August 1, 2025) .

4.10 Form of Senior Note (included in Exhibits 4.3 , 4.4 , 4.5 , 4.6 , 4.7 and 4.9 ).

41 unchanged sentences

Jacobs and Lazard, Inc.

(incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.

001-32492) filed on February 24, 2025) .

10.14* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 31, 2022, by and among the Registrant, Lazard Group LLC and Evan L.

4 unchanged sentences

001-32492) filed on May 26, 2023).

10.16* Transition Agreement, dated September 7, 2025, by and between Evan L.

Russo and Lazard, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-32492) filed on September 8, 2025) .

10.17* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 31, 2022, by and among the Registrant, Lazard Group LLC and Peter R.

4 unchanged sentences

001-32492) filed on May 26, 2023).

10.19* Letter Agreement regarding Terms of Continued Employment, dated as of April 24, 2025, between Lazard, Inc.

Orszag (incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-32492) filed on April 30, 2025).

10.20* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Group LLC and Ashish Bhutani (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

18 unchanged sentences

001-32492) filed on August 25, 2023).

10.28* Transition Agreement, dated January 28, 2026, by and between Mary Ann Betsch and Lazard, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-32492) filed on February 2, 2026).

10.29* Letter Agreement, dated as of June 29, 2023, by and between Lazard Frères & Co.

3 unchanged sentences

001-32492) on Form 10-Q filed on April 26, 2024).

10.31* Letter Agreement regarding Terms of Continued Employment, dated as of April 24, 2025, between Lazard, Inc.

and Alexandra Soto (incorporated by reference to Exhibit 10.29 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-32492) filed on April 30, 2025).

10.32* Letter Agreement regarding Terms of Continued Employment, dated as of April 24, 2025, between Lazard, Inc.

and Christian A.

Weideman (incorporated by reference to Exhibit 10.30 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-32492) filed on April 30, 2025).

10.33* Offer Letter, dated September 3, 2025, between Christopher Hogbin and Lazard, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrants’s Current Report on Form 8-K (File No.

001-32492) filed on September 8, 2025) .

10.34* Letter Agreement regarding terms of Employment, dated September 3, 2025 between Christopher Hogbin and Lazard, Inc.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-32492) filed on September 8, 2025) .

10.35* Offer Letter, dated January 28, 2026, between Tracy Farr and Lazard, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrants’s Current Report on Form 8-K (File No.

001-32492) filed on February 2, 2026).

10.36* Form of Award Letter for Annual Grant of Deferred Stock Units to Non-Executive Directors (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.

4 unchanged sentences

001-32492) filed on July 31, 2023).

10.31 First Amendment to Second Amended and Restated Credit Agreement, dated as of December 23, 2024, by and among Lazard Group LLC, Lazard, Inc., the Banks party thereto and Citibank, N.A., as Administrative Agent.

10.39 First Amendment to Second Amended and Restated Credit Agreement, dated as of December 23, 2024, by and among Lazard Group LLC, Lazard, Inc., the Banks party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K (File No.

001-32492) filed on February 24, 2025).

10.40* Form of Agreement for Performance-Based Profits Interest Participation Right Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Quarterly Report on Form 10-Q (File No.

10 unchanged sentences

001-32492) on Form 10-Q filed on May 2, 2023).

19.1 Insider T rading P olicy .

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report (File No.

001-32492) on Form 10-K filed on February 24, 2025) .

21.1 Subsidiaries of the Registrant .

2 unchanged sentences

31.1 Rule 13a-14(a) Certification of Peter R.

31.2 Rule 13a-14(a) Certification of Mary Ann Betsch.

31.2 Rule 13a-14(a) Certification of Tracy Farr.

32.1** Section 1350 Certification for Peter R.

32.2** Section 1350 Certification for Mary Ann Betsch.

32.2** Section 1350 Certification for Tracy Farr.

97.1 Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report (File No.

50 unchanged sentences

15,000,000 shares authorized:

no shares issued and outstanding at December 31, 2024 and 2023

issued and outstanding at December 31, 2025 and 2024

Common stock:

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 )

28 unchanged sentences

Currency translation adjustments:

Currency translation adjustments before reclassification ( 36,862 ) 31,106 ( 64,778 )

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

59,369 ( 36,862 ) 31,106

Adjustment for items reclassified to earnings – – 1,826

2 unchanged sentences

( 9,411 ) 1,716 ( 24,510 )

Prior service cost (net of tax benefit of $ 2,747 and $ 2,567 for the years ended December 31, 2024 and 2023, respectively)

Prior service cost (net of tax benefit of $ 583 , $ 2,747 and $ 2,567 for the year ended December 31, 2025, 2024 and 2023, respectively)

( 1,801 ) ( 8,225 ) ( 7,751 )

16 unchanged sentences

Dividends received from subsidiaries 191,600 179,030 25,000

Deferred tax benefit ( 1,192 ) – –

Deferred tax provision (benefit) 115 ( 1,192 ) –

Changes in due to/from subsidiaries 47,515 ( 33,584 ) 42,772

2 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Purchase of common stock ( 51,083 ) – –

Common stock dividends ( 186,579 ) ( 179,017 ) ( 173,075 )

26 unchanged sentences

(Principal Executive Officer)

/s/ Mary Ann Betsch Chief Financial Officer February 24, 2025

Mary Ann Betsch (Principal Financial Officer)

/s/ Tracy Farr

Chief Financial Officer February 23, 2026

(Principal Financial Officer)

/s/ Michael Gathy

5 unchanged sentences

Alper Director February 23, 2026

/s/ Peter Harrison Director February 23, 2026

Peter Harrison

/s/ Stephen R.

5 unchanged sentences

Iris Knobloch

Mendillo Director February 24, 2025

/s/ Dan Schulman

1 unchanged sentence

February 23, 2026

/s/ Dmitry Shevelenko

Director February 23, 2026

Dmitry Shevelenko

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 9A. Controls and Procedures