Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during our most recent fiscal quarter that has materially affected, or is likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and the related report of our independent registered public accounting firm, are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
Item 9B. Other Information
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).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding members of the Board of Directors, including its audit committee and audit committee financial expert, as well as information regarding our Code of Business Conduct and Ethics that applies to our Chief Executive Officer and senior financial officers, will be presented in Lazard, Inc.’s definitive proxy statement for its 2026 annual meeting of shareholders, which will be held in Spring 2026, and is incorporated herein by reference. Information regarding our executive officers is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant”.
The information required to be furnished pursuant to this item with respect to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Section 16(a) Beneficial Ownership Reporting and Compliance” in Lazard, Inc.’s definitive proxy statement for its 2026 annual meeting of shareholders, and is incorporated herein by reference.
We have adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers and employees and other covered persons, as well as Lazard, Inc. itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards. Our insider trading policy is incorporated by reference to our Annual Report on Form 10-K filed on February 24, 2025.
Item 11. Executive Compensation
Information regarding executive officer and director compensation will be presented in Lazard, Inc.’s definitive proxy statement for its 2026 annual meeting of shareholders, which will be held in Spring 2026, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and related shareholder matters will be presented in Lazard, Inc.’s definitive proxy statement for its 2026 annual meeting of shareholders, which will be held in Spring 2026, and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2025 regarding securities issued under our 2018 Incentive Compensation Plan and 2008 Incentive Compensation Plan.
Plan
Category Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the
Second Column)
Equity compensation plans approved by security holders 2018 Incentive Compensation Plan(1) 24,260,916 (4)
15,869,309
Equity compensation plans approved by security holders 2008 Incentive Compensation Plan(2) 37,151 (3)
(4)
–
Total 24,298,067 (3)
15,869,309
_____________________
(1) Our 2018 Incentive Compensation Plan was approved by the stockholders of Lazard on April 24, 2018 and was amended on May 9, 2024 and April 29, 2021 to increase the aggregate number of shares authorized for issuance under
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the 2018 Plan. The aggregate number of shares authorized for issuance under the 2018 Plan is 70 million. The 2018 Plan replaced the 2008 Incentive Compensation Plan, which was terminated on April 24, 2018.
(2) Our 2008 Incentive Compensation Plan was approved by the stockholders of Lazard on May 6, 2008. The 2008 Incentive Compensation Plan was terminated on April 24, 2018, although awards granted under the 2008 Incentive Compensation Plan remain outstanding and continue to be subject to its terms.
(3) Represents outstanding stock unit awards and PIPRs, after giving effect to forfeitures, as of December 31, 2025. As of that date, the only grants made under the 2018 Incentive Compensation Plan have been in the form of stock unit awards and profits interest participation rights. See Note 16 of Notes to Consolidated Financial Statements for a description of the plans.
(4) Each restricted stock unit awarded under our 2018 Incentive Compensation Plan and 2008 Incentive Compensation Plan was granted at no cost to the persons receiving them and represents the contingent right to receive the equivalent number of shares of common stock. 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 incremental market-based conditions. 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. See Note 16 of Notes to Consolidated Financial Statements.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions, and director independence, will be presented in Lazard, Inc.’s definitive proxy statement for its 2026 annual meeting of shareholders, which will be held in Spring 2026, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information regarding principal accountant fees and services will be presented in Lazard, Inc.’s definitive proxy statement for its 2026 annual meeting of shareholders, which will be held in Spring 2026, and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Report:
1. Consolidated Financial Statements
The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page F-1 hereof and in Part II, Item 8 hereof.
2. Financial Statement Schedule
The financial statement schedule required in the Annual Report on Form 10-K is listed on page F-1 hereof. The required schedule appears on pages F-2 through F-6 hereof. All other schedules have been omitted because they are not applicable, not required or the information required is included in the Company’s consolidated financial statements or notes thereto.
3. Exhibits
3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on January 2, 2024).
3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on January 2, 2024).
4.1 Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on January 2, 2024).
4.2 Indenture, dated as of May 10, 2005, by and between Lazard Group LLC and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Lazard Group LLC’s Registration Statement (File No. 333-126751) on Form S-4 filed on July 21, 2005).
4.3 Sixth Supplemental Indenture, dated as of February 13, 2015, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on February 13, 2015).
4.4 Seventh Supplemental Indenture, dated as of November 4, 2016, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on November 7, 2016).
4.5 Eighth Supplemental Indenture, dated as of September 19, 2018, between Lazard Group LLC 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 September 19, 2018).
4.6 Ninth Supplemental Indenture, dated as of March 11, 2019, between Lazard Group LLC 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 March 11, 2019).
4.7 Tenth Supplemental Indenture, dated as of March 12, 2024, between Lazard Group LLC 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 March 12, 2024).
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).
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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 ).
4.11 Description of Registrant’s Common Stock.
10.1 Third Amended and Restated Operating Agreement of Lazard Group LLC, dated as of March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.2 Second Amended and Restated Tax Receivable Agreement, dated as of October 26, 2015, by and among Ltd Sub A, Ltd Sub B and LTBP Trust (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on October 28, 2015).
10.3 Lease, dated as of January 27, 1994, by and between Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).
10.4 Fourth Amendment dated as of February 16, 2011, by and among RCPI Landmark Properties, L.L.C. (as the successor in interest to Rockefeller Center Properties), RCPI 30 Rock 22234849, L.L.C. and Lazard Group LLC (as the successor in interest to Lazard Frères & Co. LLC), to the Lease dated as of January 27, 1994, by and among Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 29, 2011).
10.5* Lazard, Inc. 2008 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 24, 2008).
10.6* Lazard, Inc. 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 15, 2018).
10.7* First Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 16, 2021).
10.8* Second Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (File Nos. 333-154977 , 333-193845 , 333-217597 , 333-224552 and 333-269977 ) filed on February 2, 2024).
10.9* Third Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 21, 2024).
10.10* First Amendment to the Lazard, Inc. 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (File Nos. 333-154977 , 333-193845 , 333-217597 , 333-224552 and 333-269977 ) filed on February 2, 2024).
10.11* 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 Kenneth M. Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
136
10.12* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Kenneth M. Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 26, 2023).
10.13* Letter Agreement, dated November 22, 2024, by and between Kenneth M. 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. Russo (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022) .
10.15* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Evan L. Russo (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 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. Orszag (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
10.18* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Peter R. Orszag (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 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. and Peter R. 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. 001-32492) filed on April 3, 2019).
10.21* Resignation Letter Agreement, dated as of March 31, 2022, by and between the Registrant and Ashish Bhutani (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
10.22* Letter Agreement, dated as of January 1, 2023, by and between Lazard Asset Management LLC and Ashish Bhutani (incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.23* 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 Alexander F. Stern (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 3, 2019).
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10.24* Resignation Letter Agreement, dated as of March 31, 2022, by and between the Registrant and Alexander F. Stern (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
10.25* Letter Agreement, dated as of January 1, 2023, by and between Lazard Frères & Co. LLC and Alexander F. Stern (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.26* Letter Agreement, dated as of July 23, 2022, by and between Lazard Group LLC and Mary Ann Betsch (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on July 28, 2022).
10.27* Agreement relating to Retention and Noncompetition and Other Covenants, dated as of August 23, 2023, by and between the Registrant, Lazard Group LLC and Mary Ann Betsch (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 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. LLC and Michael Gathy (incorporated by reference to Exhibit 10.22 to the Registrant's Quarterly Report (File No. 001-32492) on Form 10-Q filed on October 27, 2023).
10.30* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 7, 2024, by and among Registrant, Lazard & Co., Services Limited and Alexandra Soto (incorporated by reference to Exhibit 10.25 to the Registrant’s Quarterly Report (File No. 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. 001-32492) filed on September 8, 2005).
10.37* Directors’ Fee Deferral Unit Plan (incorporated by reference to Exhibit 10.39 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 11, 2006) .
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10.38 Second Amended and Restated Credit Agreement, dated as of June 6, 2023, among Lazard Group LLC, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.23 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on July 31, 2023).
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. 001-32492) filed on April 30, 2019).
10.41* Form of Agreement evidencing grant of Performance-Based Restricted Participation Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 4, 2021).
10.42* Form of Agreement evidencing grant of Lazard Fund Interests to Named Executive Officers under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 4, 2021).
10.43* Form of Agreement for Profits Interest Participation Right Units under the 2018 Compensation Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 4, 2021).
10.44* Form of Agreement for Profits Interest Participation Right Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.45* Form of Agreement evidencing grant of Restricted Stock Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
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 .
22.1 List of Issuers of Guaranteed Securities.
23.1 Consent of Independent Registered Public Accounting Firm.
31.1 Rule 13a-14(a) Certification of Peter R. Orszag.
31.2 Rule 13a-14(a) Certification of Tracy Farr.
32.1** Section 1350 Certification for Peter R. Orszag.
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. 001-32492) on Form 10-K filed on February 23, 2024).
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* Management contract or compensatory plan or arrangement.
** Furnished herewith. These exhibits shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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LAZARD, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
ITEMS 15(a)(1) AND 15(a)(2)
Page No.
Management’s Report on Internal Control Over Financial Reporting
69
Reports of Independent Registered Public Accounting Firm
70
Consolidated Financial Statements
Consolidated Statements of Financial Condition as of December 31, 2025 and 2024
73
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
75
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023
76
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
77
Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the years ended December 31, 2025, 2024 and 2023
79
Notes to Consolidated Financial Statements
82
Supplemental Financial Information
132
Financial Statement Schedules
Schedule I—Condensed Financial Information of Registrant (Parent Company Only)
Condensed Statements of Financial Condition as of December 31, 2025 and 2024
F- 2
Condensed Statements of Operations for the years ended December 31, 2025, 2024 and 2023
F- 3
Condensed Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023
F- 4
Condensed Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
F- 5
Notes to Condensed Financial Statements
F- 6
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.
F-1
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2025 AND 2024
(dollars in thousands, except per share data)
December 31,
2025 2024
ASSETS
Cash and cash equivalents $ 1,386 $ 1,049
Investments in subsidiaries, equity method 919,800 634,732
Due from subsidiaries 1,023 225
Deferred tax assets 1,077 1,192
Other assets 753 1,052
Total Assets $ 924,039 $ 638,250
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Due to subsidiaries $ 50,144 $ 1,831
Other liabilities 240 179
Total Liabilities 50,384 2,010
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, par value $ .01 per share; 15,000,000 shares authorized: no shares
issued and outstanding at December 31, 2025 and 2024
– –
Common stock:
Par value $ .01 per share ( 500,000,000 shares authorized; 111,728,757 and 112,766,091 shares issued at December 31, 2025 and 2024, respectively, including shares held in treasury)
1,117 1,128
Additional paid-in-capital 340,351 327,810
Retained earnings 1,488,107 1,472,113
Accumulated other comprehensive loss, net of tax ( 271,509 ) ( 326,742 )
1,558,066 1,474,309
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 )
Total Stockholders’ Equity 873,655 636,240
Total Liabilities and Stockholders’ Equity $ 924,039 $ 638,250
See notes to condensed financial statements.
F-2
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(dollars in thousands)
Year Ended December 31,
2025 2024 2023
REVENUE
Equity in earnings (losses) of subsidiaries $ 238,422 $ 244,705 $ ( 181,720 )
Interest and other income 132 35,334 112,418
Total revenue (loss) 238,554 280,039 ( 69,302 )
OPERATING EXPENSES
Professional services 2,220 2,289 5,974
Other 68 81 203
Total operating expenses 2,288 2,370 6,177
OPERATING INCOME ( LOSS) 236,266 277,669 ( 75,479 )
Benefit for income taxes ( 565 ) ( 2,243 ) –
NET INCOME (LOSS) $ 236,831 $ 279,912 $ ( 75,479 )
See notes to condensed financial statements.
F-3
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(dollars in thousands)
Year Ended December 31,
2025 2024 2023
NET INCOME (LOSS) $ 236,831 $ 279,912 $ ( 75,479 )
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Currency translation adjustments:
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
Employee benefit plans:
Actuarial gain (loss) (net of tax expense (benefit) of $( 2,270 ), $ 1,069 and $( 7,606 ) for the years ended December 31, 2025, 2024 and 2023, respectively)
( 9,411 ) 1,716 ( 24,510 )
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 )
Adjustments for items reclassified to earnings (net of tax expense of $ 2,204 , $ 1,926 and $ 1,521 for the years ended December 31, 2025, 2024 and 2023, respectively)
7,076 6,579 5,233
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
55,233 ( 36,792 ) 5,904
COMPREHENSIVE INCOME (LOSS) $ 292,064 $ 243,120 $ ( 69,575 )
See notes to condensed financial statements.
F-4
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(dollars in thousands)
Year Ended December 31,
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 236,831 $ 279,912 $ ( 75,479 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) losses of subsidiaries ( 238,422 ) ( 244,705 ) 181,720
Dividends received from subsidiaries 191,600 179,030 25,000
Deferred tax provision (benefit) 115 ( 1,192 ) –
Changes in due to/from subsidiaries 47,515 ( 33,584 ) 42,772
Changes in other operating assets and liabilities 360 ( 1,296 ) 254
Net cash provided by operating activities 237,999 178,165 174,267
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of common stock ( 51,083 ) – –
Common stock dividends ( 186,579 ) ( 179,017 ) ( 173,075 )
Net cash used in financing activities ( 237,662 ) ( 179,017 ) ( 173,075 )
Net increase (decrease) in cash and cash equivalents 337 ( 852 ) 1,192
Cash and cash equivalents, January 1 1,049 1,901 709
Cash and cash equivalents, December 31 $ 1,386 $ 1,049 $ 1,901
See notes to condensed financial statements.
F-5
LAZARD, INC.
(parent company only)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(dollars in thousands)
1. BASIS OF PRESENTATION
The accompanying Lazard, Inc. condensed financial statements (the “Parent Company Financial Statements”), including the notes thereto, should be read in conjunction with the consolidated financial statements of Lazard, Inc. and its subsidiaries (the “Company”) and the notes thereto.
In connection with the Conversion, in 2024, Lazard, Inc. retired $ 1,859,972 of borrowings from subsidiaries at par for no cash consideration which increased its investment in subsidiaries by an equivalent amount.
The Parent Company Financial Statements as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosures in the condensed financial statements. Management believes that the estimates utilized in the preparation of the condensed financial statements are reasonable. Actual results could differ materially from these estimates.
The Parent Company Financial Statements include investments in subsidiaries, accounted for under the equity method.
F-6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 23, 2026
LAZARD, INC.
By: /s/ Peter R. Orszag
Peter R. Orszag
Chief Executive Officer and Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Peter R. Orszag
Chief Executive Officer and Chairman of the Board of
Directors
February 23, 2026
Peter R. Orszag
(Principal Executive Officer)
/s/ Tracy Farr
Chief Financial Officer February 23, 2026
Tracy Farr
(Principal Financial Officer)
/s/ Michael Gathy
Chief Accounting Officer February 23, 2026
Michael Gathy
/s/ Ann-Kristin Achleitner Director February 23, 2026
Ann-Kristin Achleitner
/s/ Andrew M. Alper Director February 23, 2026
Andrew M. Alper
/s/ Peter Harrison Director February 23, 2026
Peter Harrison
/s/ Stephen R. Howe Jr. Director February 23, 2026
Stephen R. Howe Jr.
/s/ Michelle Jarrard Director February 23, 2026
Michelle Jarrard
/s/ Iris Knobloch
Director February 23, 2026
Iris Knobloch
/s/ Dan Schulman
Lead Independent Director
February 23, 2026
Dan Schulman
/s/ Dmitry Shevelenko
Director February 23, 2026
Dmitry Shevelenko
II-1