What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-04 compared with 2025-10-27 · 217 added, 330 removed, 630 unchanged (46% of the section changed)

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The following discussion should be read in conjunction with Lazard’s condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”), as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).

All references to “2025,” “2024,” “third quarter,” “first nine months” or “the period” refer to, as the context requires, the three month and nine month periods ended September 30, 2025 and 2024.

All references to “2026,” “2025,” “first quarter” or “the period” refer to, as the context requires, the three month periods ended March 31, 2026 and 2025.

Forward-Looking Statements and Certain Factors that May Affect Our Business

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

• changes in international trade policies and practices, including the implementation of tariffs, proposed further tariffs, and responses from other jurisdictions, the recent U.S.

federal government shutdown, and the economic impacts, volatility and uncertainty resulting therefrom;

• a decline in our revenues, for example due to a decline in overall mergers and acquisitions (“M&A”) activity, our share of the M&A market or our assets under management (“AUM”);

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

• a decline in our revenues, for example due to a decline in overall M&A activity, our share of the M&A market or our assets under management (“AUM”);

• losses caused by financial or other problems experienced by third parties;

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

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

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

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

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

• ability to offset stockholder dilution through share repurchases;

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• competitive position;

• future acquisitions or other strategic transactions, including the consideration to be paid and the timing of consummation;

• future acquisitions or other strategic transactions, the proposed acquisition of Campbell Lutyens Holdings Limited (“Campbell Lutyens”) (including the consideration to be paid, the expected timing of consummation and the anticipated benefits to the transaction);

• potential growth opportunities available to our businesses;

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

• statements regarding environmental, social and governance (“ESG”) goals and initiatives;

• likelihood of success and impact of litigation;

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• changes in interest and tax rates;

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

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

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• changes in foreign currency exchange rates;

• changes in international trade policies and practices, including the implementation of tariffs, proposed further tariffs, and responses from other jurisdictions, the recent U.S.

federal government shutdown, and the economic impacts, volatility and uncertainty resulting therefrom;

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

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Our websites and social media sites and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-Q.

Recent Developments

On April 30, 2026, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to acquire all of the issued share capital of Campbell Lutyens, a global private

markets advisor focused on fund placement, secondary advisory, and GP capital advisory services.

The aggregate consideration for the transaction consists of (i) initial closing consideration of $460 million based on the Company’s stock price at announcement, and subject to adjustments for cash, debt and working capital as of closing;

(ii) deferred consideration of $115 million payable on the second anniversary of closing;

and (iii) earn-out consideration of up to $85 million based on the achievement of defined performance criteria over a multi-year period and subject to continuing employment by certain selling shareholders.

Both initial and deferred consideration include portions that are subject to additional lock-up arrangements.

The aggregate consideration is payable in a combination of the Company’s common stock, cash, and loan notes, subject to the terms of the Purchase Agreement, including limitations on share issuance.

The transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions.

Under certain circumstances, if the Purchase Agreement is terminated, the Company may be required to pay Campbell Lutyens a termination fee of $50 million.

Business Summary

Founded in 1848, Lazard is a global financial advisory and asset management firm, with operations in North and South America, Europe, the Middle East, Asia, and Australia.

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.

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.

We aim to deliver independent, differentiated advice and solutions grounded in contextual alpha—the broad insight and judgment needed to navigate macroeconomic, geopolitical, and other factors that we believe help leaders see beyond what the world sees today.

Our mission is to provide trusted, independent financial advice and investment solutions to our clients, backed by the intellectual capital of our firm.

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Our principal sources of revenue are derived from activities in the following 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 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 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 cash management, investments, deferred tax assets, outstanding indebtedness and certain contingent obligations.

We also invest our own capital from time to time, generally alongside capital of qualified institutional and individual investors in alternative investments or private equity investments, and make investments to seed our Asset Management strategies.

We also invest our own capital from time to time to seed our Asset Management strategies.

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

See “Business Segments” below for discussion of the adjusted operating results of our Financial Advisory, Asset Management and Corporate segments.

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As described above, our principal sources of revenue are derived from activities in our Financial Advisory and Asset Management business segments.

Our Financial Advisory revenues are primarily dependent on the successful completion of merger, acquisition, sale, restructuring, capital raising or similar transactions, and our Asset Management revenues are primarily driven by the levels of AUM.

Weak or uncertain global economic and financial market conditions can result in a challenging business environment for M&A and capital-raising activity as well as our Asset Management business, but such conditions may provide opportunities for our restructuring business.

Our Financial Advisory revenues are primarily dependent on the successful completion of merger,

acquisition, sale, restructuring, capital raising or similar transactions, and our Asset Management revenues are primarily driven by the levels of AUM.

Weak or uncertain global economic and financial market conditions can create a challenging environment for M&A and capital-raising activity and may also pressure our Asset Management business.

However, these conditions may generate increased opportunities for our restructuring business.

Additionally, heightened equity market volatility can create compelling investment opportunities for Asset Management.

We operate in a competitive, global environment.

Ongoing developments in international trade policies and practices, in addition to changing domestic governmental priorities, have increased uncertainty relative to prior years.

We believe our broad set of capabilities and diversified business model position us well to meet evolving client needs in varying economic environments.

Ongoing geopolitical uncertainty, developments in international trade policies and practices, along with shifting domestic governmental priorities, have increased uncertainty relative to prior years.

We believe our broad set of capabilities, diversified business model, and the competitive advantage provided by Lazard’s contextual alpha—our ability to incorporate geopolitical, regulatory, and macroeconomic insight into our advice—position us well to meet evolving client needs across varying economic environments.

Unpredictability and the potential for related impacts, however, could create or exacerbate market volatility, contribute to weakened economic and business conditions, and reduce our clients’ ability to finalize decision-making or execute on investment priorities.

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Three Months Ended

September 30, Nine Months Ended

September 30,

Incr / (Decr)

($ in billions)

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____________________________________

Dealogic as of October 2, 2025.

Another measure of global restructuring activity is the number of corporate defaults, which decreased during the first nine months of 2025 as compared to the first nine months of 2024.

The number of defaulting issuers was 91 in the first nine months of 2025, according to Moody’s Investors Service, Inc., as compared to 108 in the first nine months of 2024.

Dealogic as of April 2, 2026.

Another measure of global restructuring activity is the number of corporate defaults, which decreased during the first quarter of 2026 as compared to the first quarter of 2025.

The number of defaulting issuers was 27 in the first quarter of 2026, according to Moody’s Investors Service, Inc., as compared to 30 in the first quarter of 2025.

Net revenue trends in Financial Advisory are generally correlated to the level of completed industry-wide M&A transactions and restructuring transactions occurring subsequent to corporate debt defaults.

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Asset Management

The percentage change in major equity market indices at September 30, 2025, as compared to such indices at June 30, 2025, December 31, 2024 and at September 30, 2024 is shown in the table below:

Percentage Changes September 30, 2025 vs.

June 30, 2025 December 31, 2024 September 30, 2024

The percentage change in major equity market indices at March 31, 2026, as compared to such indices at December 31, 2025 and at March 31, 2025 is shown in the table below:

Percentage Changes March 31, 2026 vs.

December 31, 2025 March 31, 2025

MSCI World Index (4) % 19 %

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Lazard’s Asset Management segment principally includes LAM, LFG, Lazard Frères Banque SA (“LFB”) and the Edgewater Funds (“Edgewater”).

On February 13, 2026, the Company completed the sale of a controlling stake in the Edgewater management vehicles, resulting in the deconsolidation of the related entities.

Asset Management net revenue is derived from fees for investment management and advisory services provided to clients.

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Our investment advisory contracts are generally terminable at any time or on notice of 30 days or less.

Institutional and individual clients, and firms with which we have strategic alliances, can terminate their relationship with us, reduce the aggregate amount of AUM or shift their funds to other types of accounts with different rate structures for a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance.

Moreover, it is possible that awarded institutional mandates may not be funded in

the amounts and at the times initially anticipated, or at all.

performance, changes in prevailing interest rates and financial market performance.

Moreover, it is possible that awarded institutional mandates may not be funded in the amounts and at the times initially anticipated, or at all.

In addition, as Lazard’s AUM includes significant amounts of assets that are denominated in currencies other than U.S.

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As a result, the Company recognizes incentive fees earned on our private equity funds only when it is probable that a clawback will not occur.

Corporate segment net revenue consists primarily of interest income and interest expense, investment gains and losses on the Company’s investments to seed strategies in our Asset Management business, net of hedging activities, and principal investments in private equity funds, as well as gains and losses on investments held in connection with Lazard Fund Interests (“LFI”).

Corporate net revenue can fluctuate due to changes in the fair value of debt and equity securities, as well as due to changes in interest and currency exchange rates and the levels of cash, investments and indebtedness.

Corporate segment net revenue consists primarily of interest and dividend income and interest expense, as well as gains and losses on investments held in connection with Lazard Fund Interests (“LFI”).

In addition, in 2025, Corporate net revenue included investment gains and losses on the Company’s investments to seed strategies in our Asset Management business, net of hedging activities, which beginning in the first quarter of 2026 is reported in the Asset Management segment (comparable prior year information has not been recast because the impact was not material).

Corporate net revenue can fluctuate due to changes in the fair value of debt and equity securities, as well as due to changes in interest rates and the levels of cash, investments and indebtedness, among other factors.

We use “adjusted net revenue”, a non-GAAP measure, for comparison of revenues between periods.

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See Note 13 of Notes to Condensed Consolidated Financial Statements.

In the first quarter of 2026, we changed our accounting principle for recognizing compensation expense on certain incentive compensation awards to the straight-line attribution method, which we believe more appropriately reflects the pattern of service provided by the employee.

See Note 1 of Notes to Condensed Consolidated Financial Statements.

We also changed the vesting period for certain incentive compensation awards granted in the first quarter of 2026, such that they vest to employees ratably over three years.

See Note 13 of Notes to Condensed Consolidated Financial Statements.

We expect the combined effect of these two changes within compensation and benefits expense to be predominantly offsetting.

We use “adjusted compensation and benefits expense” and the ratio of “adjusted compensation and benefits expense” to “adjusted net revenue,” both non-GAAP measures, for comparison of compensation and benefits expense between periods.

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We focus on a ratio of adjusted compensation and benefits expense to adjusted net revenue to manage costs, balancing a view of current conditions in the market for talent alongside our objective to drive long-term shareholder value.

Our practice is to pay our employees competitively to foster retention and motivate performance and, in doing so, we look to the market for talent

and other factors, which are typically correlated with industry revenues, but may vary year by year.

Our practice is to pay our employees competitively to foster retention and motivate performance and, in doing so, we look to the market for talent and other factors, which are typically correlated with industry revenues, but may vary year by year.

At the same time, the amount of compensation we award in a particular year is, in part, deferred and amortized over the successive years.

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Our occupancy costs represent a significant portion of our aggregate operating expenses and are subject to change from time to time, particularly as leases for real property expire and are renewed or replaced with new, long-term leases for the same or other real property.

Our operating expenses also include our “benefit pursuant to tax receivable agreement”.

We believe that “adjusted non-compensation expense”, a non-GAAP measure, when presented in conjunction with measures prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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For calculations with respect to “adjusted non-compensation expense”, see the table under “Consolidated Results of Operations” below.

Cost-Saving Initiatives

The Company conducted firm-wide cost-saving initiatives over the course of 2023, which were completed during the first quarter of 2024.

See Note 15 of Notes to Condensed Consolidated Financial Statements.

Provision for Income Taxes

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Net Income Attributable to Noncontrolling Interests

Noncontrolling interests primarily consist of (i) amounts related to Edgewater’s management vehicles that the Company is deemed to control but not own, (ii) profits interest participation rights and (iii) consolidated VIE interests held by employees.

See Notes 12 and 21 of Notes to Condensed Consolidated Financial Statements for information regarding the Company’s noncontrolling interests and consolidated VIEs.

Noncontrolling interests primarily consist of (i) consolidated VIE interests held by employees, and (ii) up to February 13, 2026, amounts related to Edgewater’s management vehicles that the Company was deemed to control but not own.

See Notes 12 and 20 of Notes to Condensed Consolidated Financial Statements for information regarding the Company’s noncontrolling interests and consolidated VIEs and Note 1 of Notes to Condensed Consolidated Financial Statements for information regarding the sale and deconsolidation of Edgewater.

Consolidated Results of Operations

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Dollar, generally the currency of the country in which the subsidiaries are domiciled.

Such subsidiaries’ assets and liabilities are translated into U.S.

Such subsidiaries’

assets and liabilities are translated into U.S.

Dollars using exchange rates as of the respective balance sheet date, while revenue and expenses are translated at average exchange rates during the respective periods based on the daily closing exchange rates.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

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Non-compensation 175,114 163,146

Benefit pursuant to tax receivable

agreement (20,146) – (20,146) –

Total operating expenses 667,008 593,416

Operating Income 89,574 54,635

Provision for income taxes 21,430 45,052 45,840 70,976

Benefit for income taxes (10,989) (7,354)

Net Income 100,563 61,989

Less - Net Income Attributable to

Less - Net Income (Loss) Attributable to

Noncontrolling Interests (353) 1,614

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

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Interest expense (d) 22,728 20,969

Losses associated with cost-saving initiatives (e) – – – 587

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

Total adjustments (g) (23,425) (138,952) (54,422) (157,847)

Adjusted net revenue (h) $ 724,653 $ 645,914 $ 2,137,704 $ 2,077,121

Gain on sale and deconsolidation of Edgewater (e) (77,990) –

Total adjustments (f) (83,599) (4,866)

Adjusted net revenue (g) $ 672,983 $ 643,185

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(b) Represents changes in the fair value of investments held in connection with LFI and other similar deferred compensation arrangements, for which a corresponding equal amount is excluded from compensation and benefits expense.

(c) Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and provision for credit losses relating to fees and other receivables that are deemed uncollectible for which an equal amount is excluded for purposes of determining adjusted non-compensation expense.

(c) Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and (provision) benefit for credit losses relating to fees and other receivables that are deemed uncollectible, for which an equal amount is excluded for purposes of determining adjusted non-compensation expense.

(d) 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.

(e) Represents the reclassification of currency translation adjustments to earnings from accumulated other comprehensive loss in the nine month period ended September 30, 2024.

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

(g) Total adjustments equal the “other segment items” in Note 20 of Notes to Condensed Consolidated Financial Statements.

(h) Adjusted net revenue is a non-GAAP measure.

(e) Represents a non-cash gain on the sale and deconsolidation of the Edgewater management vehicles.

(f) Total adjustments equal the “other segment items” in Note 19 of Notes to Condensed Consolidated Financial Statements.

(g) Adjusted net revenue is a non-GAAP measure.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

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Expenses associated with senior management transition (c) (16,658) –

Expenses associated with cost-saving initiatives – – – (46,610)

Expenses associated with sale of property (d) – (20,121) – (20,121)

Adjusted compensation and benefits expense (e) $ 474,647 $ 426,303 $ 1,400,196 $ 1,370,900

Adjusted compensation and benefits expense (d) $ 470,584 $ 421,286

Adjusted compensation and benefits expense, as a %

of adjusted net revenue (e) 65.5 % 66.0 % 65.5 % 66.0 %

of adjusted net revenue (d) 69.9 % 65.5 %

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(b) Represents changes in the fair value of the compensation liability recorded in connection with LFI and other similar deferred incentive compensation awards, for which a corresponding equal amount is excluded from adjusted net revenue.

The Company expects to record additional expenses in the fourth quarter of 2025 and the first quarter of 2026 totaling approximately $33 million.

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

(e) Adjusted compensation and benefits expense and adjusted compensation and benefits expense, as a percentage of adjusted net revenue are non-GAAP measures.

(d) Adjusted compensation and benefits expense and adjusted compensation and benefits expense, as a percentage of adjusted net revenue are non-GAAP measures.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

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Total non-compensation expense $ 175,114 $ 163,146

Non-compensation expense related to

noncontrolling interests and similar

arrangements (a) (1,246) (672) (3,497) (2,079)

Distribution fees, reimbursable deal costs,

provision for credit losses and other (b) (25,144) (19,310) (64,442) (61,847)

Non-compensation expense related to noncontrolling interests and similar arrangements (a) (1,110) (657)

Distribution fees, reimbursable deal costs, provision for credit losses and other (b) (22,929) (14,581)

Expenses related to the proposed acquisition of Campbell Lutyens (c) (2,400) –

Amortization and other acquisition-related costs – (26)

Expenses associated with cost-saving initiatives – – – (1,532)

Adjusted non-compensation expense (c) $ 148,665 $ 138,239 $ 453,918 $ 421,144

Adjusted non-compensation expense, as a % of

adjusted net revenue (c) 20.5 % 21.4 % 21.2 % 20.3 %

Adjusted non-compensation expense (d) $ 148,675 $ 147,882

Adjusted non-compensation expense, as a % of adjusted net revenue (d) 22.1 % 23.0 %

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(a) Expenses related to the consolidation of noncontrolling interests and similar arrangements are excluded because the Company has no economic interest in such amounts.

(b) Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and provision for credit losses relating to fees and other receivables that are deemed uncollectible for which an equal amount is included for purposes of determining adjusted net revenue.

(c) Adjusted non-compensation expense and adjusted non-compensation expense, as a percentage of adjusted net revenue are non-GAAP measures.

(b) Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and (provision) benefit for credit losses relating to fees and other receivables that are deemed uncollectible, for which an equal amount is included for purposes of determining adjusted net revenue.

(d) Adjusted non-compensation expense and adjusted non-compensation expense, as a percentage of adjusted net revenue are non-GAAP measures.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

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Operating income $ 89,574 $ 54,635

Operating income related to noncontrolling

interests and similar arrangements (2,252) (8,192) (9,835) (14,803)

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

Interest expense 22,728 20,969

Amortization and other acquisition-related costs – 26

Expenses associated with senior management

transition 6,148 – 6,148 –

Losses associated with cost-saving initiatives – – – 587

Expenses associated with cost-saving initiatives – – – 48,142

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

Expenses associated with sale of property – 20,121 – 20,121

Benefit pursuant to tax receivable agreement

obligation ("TRA") (a) (20,146) – (20,146) –

Adjusted operating income (b) $ 101,341 $ 81,372 $ 283,590 $ 285,077

Adjusted operating income, as a % of adjusted net

revenue (b) 14.0 % 12.6 % 13.3 % 13.7 %

Gain on sale and deconsolidation of Edgewater (77,990) –

Expenses associated with senior management transition 16,658 –

Expenses related to the proposed acquisition of Campbell Lutyens 2,400 –

Adjusted operating income (a) $ 53,724 $ 74,017

Adjusted operating income, as a % of adjusted net revenue (a) 8.0 % 11.5 %

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

(b) Adjusted operating income and adjusted operating income, as a percentage of adjusted net revenue are non-GAAP measures.

(a) Adjusted operating income and adjusted operating income, as a percentage of adjusted net revenue are non-GAAP measures.

Headcount information is set forth below:

September 30, 2025 December 31, 2024 September 30, 2024

March 31, 2026 December 31, 2025 March 31, 2025

Managing Directors:

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Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended September 30, 2025 versus September 30, 2024

Three Months Ended March 31, 2026 versus March 31, 2025

The Company reported net income attributable to Lazard of $101 million, as compared to net income attributable to Lazard of $60 million in the 2025 period.

Net revenue decreased $37 million, or 5%, with adjusted net revenue increasing $79 million, or 12%, as compared to the 2024 period.

Fee revenue from investment banking and other advisory activities increased $60 million, or 16%, as compared to the 2024 period.

Net revenue increased $109 million, or 17%, with adjusted net revenue increasing $30 million, or 5%, as compared to the 2025 period.

Investment banking and other advisory fees decreased $3 million, or 1%, as compared to the 2025 period.

Asset management fees, including incentive fees, increased $63 million, or 24%, as compared to the 2025 period.

In the aggregate, interest income, other revenue and interest expense decreased $126 million as compared to the 2024 period primarily due to a gain on sale of an owned office building of $114 million in the 2024 period.

In the aggregate, interest income, other revenue and interest expense increased $49 million as compared to the 2025 period, primarily due to a non-cash gain of $78 million on the sale and deconsolidation of the Edgewater management vehicles in the 2026 period.

Compensation and benefits expense increased $62 million, or 14%, as compared to the 2025 period.

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Adjusted non-compensation expense increased $1 million, or 1%, as compared to the 2025 period.

Such increases in non-compensation expense and adjusted non-compensation expense were primarily due to increased technology and information services and marketing and business development expenses.

The ratio of adjusted non-compensation expense to adjusted net revenue was 20.5% for the 2025 period, as compared to 21.4% for the 2024 period.

Operating income decreased $66 million, or 41%, as compared to the 2024 period.

Adjusted operating income increased $20 million, or 25%, as compared to the 2024 period, and, as a percentage of adjusted net revenue, was 14.0% for the 2025 period, as compared to 12.6% in the 2024 period.

The benefit pursuant to tax receivable agreement was $20,146 in the 2025 period resulting from the periodic revaluation of the TRA liability.

The provision for income taxes reflects an effective tax rate of 22.6%, as compared to 28.0% for the 2024 period.

The change in the effective tax rate principally relates to changes in the geographic mix of earnings and the impact of discrete items.

Net income attributable to noncontrolling interests decreased $6 million, or 73%, as compared to the 2024 period.

Nine Months Ended September 30, 2025 versus September 30, 2024

The Company reported net income attributable to Lazard of $187 million, as compared to net income attributable to Lazard of $194 million in the 2024 period.

Net revenue decreased $43 million, or 2%, with adjusted net revenue increasing $61 million, or 3%, as compared to the 2024 period.

Fee revenue from investment banking and other advisory activities increased $51 million, or 4%, as compared to the 2024 period.

Asset management fees, including incentive fees, increased $25 million, or 3%, as compared to the 2024 period.

In the aggregate, interest income, other revenue and interest expense decreased $119 million, as compared to the 2024 period primarily due to a gain on sale of an owned office building of $114 million in the 2024 period.

Compensation and benefits expense decreased $21 million, or 1%, as compared to the 2024 period which included $47 million associated with the cost-saving initiatives.

Adjusted compensation and benefits expense (which excludes certain items and which we believe allows for improved comparability between periods, as described above) was $1,400 million, an increase of $29 million, or 2%, as compared to $1,371 million in the 2024 period.

The ratio of adjusted compensation and benefits expense to adjusted net revenue was 65.5% for the 2025 period, as compared to 66.0% for the 2024 period.

Non-compensation expense increased $35 million, or 7%, as compared to the 2024 period.

Adjusted non-compensation expense increased $33 million, or 8%, as compared to the 2024 period.

Such increases in non-compensation expense and adjusted non-compensation expense were primarily due to increased marketing and business development and technology and information services expenses.

Such increases in non-compensation expense and adjusted non-compensation expense were primarily due to increased fund administration and outsourced services expenses.

The ratio of adjusted non-compensation expense to adjusted net revenue was 22.1% for the 2026 period, as compared to 23.0% for the 2025 period.

Operating income decreased $37 million, or 13%, as compared to the 2024 period.

Operating income increased $35 million, or 64%, as compared to the 2025 period.

Adjusted operating income decreased $20 million, or 27%, as compared to the 2025 period, and, as a percentage of adjusted net revenue, was 8.0% for the 2026 period, as compared to 11.5% in the 2025 period.

The benefit pursuant to tax receivable agreement was $20,146 in the 2025 period resulting from the periodic revaluation of the TRA liability.

The provision for income taxes reflects an effective tax rate of 18.9%, as compared to 25.4% for the 2024 period.

The change in the effective tax rate principally relates to increases in discrete benefits for share-based incentive compensation and changes in the geographic mix of earnings .

Net income attributable to noncontrolling interests decreased $5 million, or 34%, as compared to the 2024 period.

The benefit for income taxes reflects an effective tax rate of (12.3)%, as compared to (13.5)% for the 2025 period.

The change in the effective tax rate principally relates to the impact of discrete tax benefits for share-based incentive compensation awards and changes in the geographic mix of earnings.

Net income attributable to noncontrolling interests was a loss of $0.4 million in the 2026 period as compared to income of $2 million in the 2025 period.

For additional discussion of the drivers of our adjusted operating results for the period, see “Business Segments” below.

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Adjusted net revenue, adjusted operating income (loss), and adjusted operating income as a percentage of adjusted net revenue, are non-GAAP measures in the tables below.

The Company previously disclosed each segment’s operating results on a U.S.

In the applicable tables below, the comparable prior year information has been recast to reflect the updated measures used by management.

See Note 20 of Notes to Condensed Consolidated Financial Statements for further information regarding segments.

Financial Advisory

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

1 unchanged sentence

GAAP basis $ 359,568 $ 367,359

Reimbursable deal costs, provision for credit losses and other (5,061) (2,111) (8,832) (12,984)

Reimbursable deal costs, (provision) benefit for credit losses and other (3,399) 2,181

Interest expense – 3

Losses associated with cost-saving initiatives – – – 587

Total adjustments (a) (3,399) 2,184

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Lazard Statistics:

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________________________________________

Dealogic as of October 2, 2025.

The geographical distribution of Financial Advisory adjusted net revenue is set forth below in percentage terms and is based on the Lazard offices that generate Financial Advisory adjusted net revenue, which are located in the Americas (primarily in the U.S.), EMEA (primarily in the U.K., France, Germany, Italy and Spain) and the Asia Pacific region and therefore may not be reflective of the geography in which the clients are located.

Dealogic as of April 2, 2026.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Americas 61 % 66 %

EMEA 43 41 40 39

Asia Pacific – 1

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Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended September 30, 2025 versus September 30, 2024

Financial Advisory net revenue increased $56 million, or 15%, as compared to the 2024 period.

Financial Advisory adjusted net revenue increased $53 million, or 14%, as compared to the 2024 period.

The increases in Financial Advisory net revenue and adjusted net revenue are primarily attributable to an increase in the average fee for completed transactions as compared to the prior year.

Adjusted compensation and benefits expense increased $35 million, or 15%, as compared to the 2024 period, primarily driven by increased adjusted net revenue.

Adjusted non-compensation expense increased $3 million, or 6%, as compared to the 2024 period.

Adjusted operating income was $97 million, an increase of $16 million, or 20%, as compared to adjusted operating income of $81 million in the 2024 period, and, as a percentage of adjusted net revenue, was 23.0%, as compared to 22.0% in the 2024 period.

Nine Months Ended September 30, 2025 versus September 30, 2024

Financial Advisory net revenue increased $56 million, or 5%, as compared to the 2024 period .

Financial Advisory adjusted net revenue increased $60 million, or 5%, as compared to the 2024 period.

The increases in Financial Advisory net revenue and adjusted net revenue are primarily attributable to an increase in the average fee for completed transactions as compared to the prior year.

Adjusted compensation and benefits expense increased $14 million, or 2%, as compared to the 2024 period.

Adjusted non-compensation expense increased $9 million, or 6%, as compared to the 2024 period primarily due to increased occupancy and equipment and marketing and business development expenses.

Adjusted operating income was $296 million, an increase of $37 million, or 14%, as compared to adjusted operating income of $259 million in the 2024 period, and, as a percentage of adjusted net revenue, was 23.1%, as compared to 21.2% in the 2024 period.

Three Months Ended March 31, 2026 versus March 31, 2025

Financial Advisory net revenue decreased $8 million, or 2%, as compared to the 2025 period.

Financial Advisory adjusted net revenue decreased $13 million, or 4%, as compared to the 2025 period.

The decreases in Financial Advisory net revenue and adjusted net revenue were primarily attributable to the completion of fewer transactions as compared to the 2025 period.

Adjusted compensation and benefits expense increased $30 million, or 12%, as compared to the 2025 period driven by our ongoing investment in strategic senior hires.

Adjusted non-compensation expense decreased $1 million, or 3%, as compared to the 2025 period.

Adjusted operating income was $35 million, a decrease of $42 million, or 54%, as compared to adjusted operating income of $77 million in the 2025 period, and, as a percentage of adjusted net revenue, was 9.9%, as compared to 20.8% in the 2025 period.

Asset Management

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Either directly, or through our third-party vendors, we perform a variety of regular due diligence procedures on our pricing service providers.

The following table shows the composition of AUM for the Asset Management segment (see Item 1, “Business—Principal Business Lines—Asset Management—Investment Strategies”):

September 30, 2025 December 31, 2024

The following table shows the composition of AUM for the Asset Management segment (see Item 1, “Business—Principal Business Lines—Asset Management—Investment Strategies” in our Form 10-K):

March 31, 2026 December 31, 2025 (a)

($ in millions)

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Emerging Markets $ 43,786 $ 41,146

Global 66,695 49,058

Local 52,445 49,750

Multi-Regional 51,633 48,204

Global / International 124,432 117,746

24,831 25,580

Total Equity 193,049 184,472

Fixed Income 34,423 35,065

Emerging Markets 5,191 6,919

Global 12,625 11,138

Local 5,268 5,617

Multi-Regional 24,102 19,612

Total Fixed Income 47,186 43,286

Multi Asset 23,113 24,783

Alternative Investments 8,602 9,980

Private Wealth Alternative Investments 3,163 3,097

Private Equity 1,477 1,514

Cash Management 585 569

Total AUM $ 259,187 $ 254,300

Total AUM at September 30, 2025 was $265 billion, an increase of $39 billion, or 17%, as compared to total AUM of $226 billion at December 31, 2024 due to market and foreign exchange appreciation and net inflows.

Average AUM for the third quarter of 2025 increased 5% as compared to the three month period ended September 30, 2024 and average AUM for the first nine months of 2025 decreased 2% as compared to the nine month period ended September 30, 2024.

As of September 30, 2025, approximately 84% of our AUM was managed on behalf of institutional and intermediary clients, including corporations, labor unions, pension funds, insurance companies and banks, and through sub-advisory relationships, mutual fund sponsors, broker-dealers and registered advisors, compared to approximately 82% as of

December 31, 2024.

As of September 30, 2025, approximately 16% of our AUM was managed on behalf of individual client relationships, compared to approximately 18% as of December 31, 2024.

As of both September 30, 2025 and December 31, 2024, AUM with foreign currency exposure represented approximately 62% of our total AUM.

_______________________________________

(a) In 2026, AUM asset classes have been expanded to include a multi asset classification.

The comparable prior period information has been recast to reflect the current presentation.

Total AUM at March 31, 2026 was $259 billion, an increase of $5 billion, or 2%, as compared to total AUM of $254 billion at December 31, 2025 primarily due to net inflows, partially offset by foreign exchange depreciation and the sale and deconsolidation of the Edgewater management vehicles.

Average AUM for the first quarter of 2026 increased 15% as compared to the first quarter of 2025, and increased 2% as compared to the fourth quarter of 2025.

As of both March 31, 2026 and December 31, 2025, approximately 46% of our AUM was managed on behalf of institutional clients, including corporations, labor unions, pension funds, insurance companies, Endowments and Foundations (E&F)/Healthcare and also includes certain Family Office clients.

As of March 31, 2026, approximately 45% of our AUM was managed on behalf of financial intermediary clients, including banks, mutual fund sponsors, sub-advisory relationships, broker-dealers, wealth platforms, registered investment advisors (RIAs), and other investors in pooled vehicles as compared to approximately 44% as of December 31, 2025.

As of March 31, 2026, approximately 9% of our AUM was managed on behalf of individual client relationships, compared to approximately 10% as of December 31, 2025.

As of both March 31, 2026 and December 31, 2025, AUM with foreign currency exposure represented approximately 67% of our total AUM.

AUM with foreign currency exposure generally declines in value with the strengthening of the U.S.

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Dollar weakens, with all other factors held constant.

The following is a summary of changes in AUM by asset class for the three month and nine month periods ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025

Balance Inflows Outflows Net

Flows Market Value

Appreciation/

(Depreciation) Foreign

Appreciation/

(Depreciation) AUM

($ in millions)

Equity $ 192,250 $ 17,018 $ (11,473) $ 5,545 $ 11,204 $ (489) $ 208,510

Fixed Income 47,057 2,752 (3,291) (539) 603 65 47,186

Other 9,053 254 (685) (431) 239 (20) 8,841

Total $ 248,360 $ 20,024 $ (15,449) $ 4,575 $ 12,046 $ (444) $ 264,537

For the three months ended September 30, 2025, net flows were primarily driven by the Global and Emerging Markets platforms.

Nine Months Ended September 30, 2025

Balance Inflows Outflows Net

Flows Market Value

Appreciation/

(Depreciation) Foreign

Appreciation/

(Depreciation) AUM

($ in millions)

Equity $ 174,938 $ 39,577 $ (35,785) $ 3,792 $ 22,352 $ 7,428 $ 208,510

Fixed Income 43,286 7,753 (10,078) (2,325) 2,032 4,193 47,186

Other 8,097 2,002 (1,876) 126 373 245 8,841

Total $ 226,321 $ 49,332 $ (47,739) $ 1,593 $ 24,757 $ 11,866 $ 264,537

For the nine months ended September 30, 2025, net flows were primarily driven by the Global, Multi-Regional and Emerging Markets Equity platforms and the Emerging Markets Fixed Income platform.

Three Months Ended September 30, 2024

The following is a summary of changes in AUM by asset class for the three month periods ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 (b)

Balance Inflows Outflows Net

Flows Market Value

Flows Acquisitions/Divestitures (a) Market Value

Appreciation/

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Fixed Income 35,065 2,211 (1,933) 278 – (404) (516) 34,423

Other 8,133 970 (1,099) (129) 69 119 8,192

Multi Asset 24,783 549 (808) (259) – (977) (434) 23,113

Alternative Investments 9,980 394 (268) 126 (1,492) 55 (67) 8,602

Total $ 254,300 $ 22,594 $ (13,589) $ 9,005 $ (1,492) $ 354 $ (2,980) $ 259,187

Nine Months Ended September 30, 2024

_______________________________________

(a) Related to the sale and deconsolidation of the Edgewater management vehicles.

(b) In 2026, AUM asset classes have been expanded to include a multi asset classification.

The comparable prior period information has been recast to reflect the current presentation.

Net flows were primarily driven by the Global/International and Emerging Markets Equity platforms.

Three Months Ended March 31, 2025 (a)

Balance Inflows Outflows Net

Flows Market Value

Flows Acquisitions/Divestitures Market Value

Appreciation/

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Fixed Income 32,730 2,045 (3,679) (1,634) – 300 891 32,287

Other 8,406 1,565 (2,249) (684) 418 52 8,192

Multi Asset 22,133 650 (744) (94) – 226 725 22,990

Alternative Investments 8,557 308 (268) 40 – 122 101 8,820

Total $ 226,321 $ 10,634 $ (14,293) $ (3,659) $ – $ 825 $ 3,940 $ 227,427

Average AUM for the three month and nine month periods ended September 30, 2025 and 2024 for each significant asset class is set forth below.

_______________________________________

(a) In 2026, AUM asset classes have been expanded to include a multi asset classification.

The comparable prior period information has been recast to reflect the current presentation.

Average AUM for the three month periods ended March 31, 2026 and 2025 for each significant asset class is set forth below.

Average AUM generally represents the average of the monthly ending AUM balances for the period.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

March 31, (a)

($ in millions)

2 unchanged sentences

Fixed Income 35,418 33,257

Multi Asset 24,289 22,640

Alternative Investments 8,770 8,708

Private Wealth Alternative Investments 3,137 3,029 3,116 2,869

Private Equity 1,493 1,505 1,500 1,508

Cash Management 738 952 853 736

Total Average AUM $ 265,520 $ 230,787

_______________________________________

(a) In 2026, AUM asset classes have been expanded to include a multi asset classification.

The comparable prior period information has been recast to reflect the current presentation.

The following table summarizes the adjusted operating results attributable to the Asset Management segment:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

4 unchanged sentences

Interest expense 41 6

Total adjustments (a) $ (32,840) $ (22,368) $ (80,433) $ (62,178)

Adjusted net revenue (b) 294,189 271,510 827,174 812,663

Gain on sale and deconsolidation of Edgewater (a) (77,990) –

Total adjustments (b) $ (100,925) $ (23,606)

Adjusted net revenue (c) 308,838 264,494

Adjusted compensation and benefits expense 160,392 142,827

Adjusted non-compensation expense 63,803 59,211

Adjusted operating income (b) $ 73,756 $ 67,757 $ 201,451 $ 212,632

Adjusted operating income, as a % of adjusted net revenue (b) 25.1 % 25.0 % 24.4 % 26.2 %

Adjusted operating income (c) $ 84,643 $ 62,456

Adjusted operating income, as a % of adjusted net revenue (c) 27.4 % 23.6 %

_______________________________________

(a) Total adjustments equal the “other segment items” in Note 20 of Notes to Condensed Consolidated Financial Statements.

(a) Represents a non-cash gain on the sale and deconsolidation of the Edgewater management vehicles.

(b) Total adjustments equal the “other segment items” in Note 19 of Notes to Condensed Consolidated Financial Statements.

See “Consolidated Results of Operations” above for further information on the adjustments.

(b) Adjusted net revenue, adjusted operating income, and adjusted operating income as a percentage of adjusted net revenue are non-GAAP measures.

(c) Adjusted net revenue, adjusted operating income, and adjusted operating income as a percentage of adjusted net revenue are non-GAAP measures.

The geographical distribution of Asset Management adjusted net revenue is set forth below in percentage terms, and is based on the Lazard offices that manage and distribute the respective AUM amounts.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Americas 40 % 41 %

EMEA 42 44 44 44

Asia Pacific 15 14

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Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended September 30, 2025 versus September 30, 2024

Asset Management net revenue increased $33 million, or 11%, as compared to the 2024 period.

Asset Management adjusted net revenue increased $23 million, or 8%, as compared to the 2024 period.

Management fees and other revenue, on an adjusted basis, was $285 million, an increase of $17 million, or 6%, as compared to $269 million in the 2024 period.

Incentive fees, on an adjusted basis, were $9 million, an increase of $6 million as compared to $3 million in the 2024 period.

Adjusted compensation and benefits expense increased $10 million, or 7%, as compared to the 2024 period primarily driven by increased adjusted net revenue.

Adjusted non-compensation expense increased $6 million, or 11%, as compared to the 2024 period primarily due to continued investments in technology and higher mutual fund servicing fees, which were largely driven by an increase in AUM.

Asset Management adjusted operating income was $74 million, an increase of $6 million, or 9%, as compared to adjusted operating income of $68 million in the 2024 period, and, as a percentage of adjusted net revenue, was 25.1%, as compared to 25.0% in the 2024 period.

Nine Months Ended September 30, 2025 versus September 30, 2024

Asset Management net revenue increased $33 million, or 4%, as compared to the 2024 period.

Three Months Ended March 31, 2026 versus March 31, 2025

Asset Management net revenue, which included a non-cash gain of $78 million on the sale and deconsolidation of the Edgewater management vehicles in the first quarter of 2026, increased $122 million, or 42%, as compared to the 2025 period.

Asset Management adjusted net revenue increased $44 million, or 17%, as compared to the 2025 period.

Management fees and other revenue, on an adjusted basis, was $806 million, an increase of $7 million, or 1%, as compared to $799 million in the 2024 period.

Incentive fees, on an adjusted basis, were $21 million, an increase of $8 million as compared to $13 million in the 2024 period.

Management fees, on an adjusted basis, were $296 million, an increase of $58 million, or 25%, as compared to $238 million in the 2025 period.

Incentive fees, on an adjusted basis, were $11 million, an increase of $2 million as compared to

$9 million in the 2025 period.

Other revenue, on an adjusted basis, was $1 million, a decrease of $17 million as compared to $18 million in the 2025 period.

Adjusted compensation and benefits expense increased $18 million, or 12%, as compared to the 2025 period primarily driven by increased adjusted net revenue.

Adjusted non-compensation expense increased $18 million, or 11%, as compared to the 2024 period primarily due to continued investments in technology and increased marketing and business development expenses.

Asset Management adjusted operating income was $201 million, a decrease of $11 million, or 5%, as compared to adjusted operating income of $213 million in the 2024 period, and, as a percentage of net revenue, was 24.4%, as compared to 26.2% in the 2024 period.

Adjusted non-compensation expense increased $5 million, or 8%, as compared to the 2025 period primarily due to higher mutual fund servicing fees, which were largely driven by an increase in AUM.

Asset Management adjusted operating income was $85 million, an increase of $22 million, or 36%, as compared to adjusted operating income of $62 million in 2025, and, as a percentage of adjusted net revenue, was 27.4%, as compared to 23.6% in 2025.

The following table summarizes the reported adjusted operating results attributable to the Corporate segment:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

($ in thousands)

1 unchanged sentence

GAAP basis $ (12,749) $ (7,408)

Revenue related to noncontrolling interests

and similar arrangements (3,327) (5,943) (9,263) (9,815)

Gains related to LFI and other

similar arrangements (4,823) (16,732) (20,575) (24,904)

(Revenue) loss related to noncontrolling interests and similar

arrangements (180) 839

Gains related to LFI and other similar arrangements (1,782) (5,243)

Interest expense 22,687 20,960

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

Total adjustments (a) 20,725 16,556

10 unchanged sentences

Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended September 30, 2025 versus September 30, 2024

Corporate net revenue decreased $126 million as compared to the 2024 period, primarily due to a gain on the sale of an owned office building of $114 million in the 2024 period and lower gains in the 2025 period as compared to the 2024 period attributable to investments held in connection with LFI.

Corporate adjusted net revenue increased $3 million, or 46%, as compared to the 2024 period.

Adjusted compensation and benefits expense, including centrally managed costs, increased $3 million, or 8%, as compared to the 2024 period.

Adjusted non-compensation expense, including centrally managed costs, increased $1 million, or 4%, as compared to the 2024 period.

Nine Months Ended September 30, 2025 versus September 30, 2024

Corporate net revenue decreased $132 million as compared to the 2024 period, primarily due to a gain on the sale of an owned office building of $114 million in the 2024 period.

Three Months Ended March 31, 2026 versus March 31, 2025

Corporate net revenue decreased $5 million, or 72%, as compared to the 2025 period, primarily due to lower gains in the 2026 period as compared to the 2025 period attributable to investments held in connection with LFI.

Corporate adjusted net revenue decreased $1 million, or 13%, as compared to the 2025 period.

Both net revenue and adjusted net revenue reflect lower investment gains in the 2025 period as compared to the 2024 period.

Adjusted compensation and benefits expense, including centrally managed costs, increased $2 million, or 5%, as compared to the 2025 period.

Adjusted non-compensation expense, including centrally managed costs, increased $6 million, or 6%, as compared to the 2024 period.

Adjusted non-compensation expense, including centrally managed costs, decreased $2 million, or 6%, as compared to the 2025 period.

The Company’s cash flows are influenced primarily by the timing of the receipt of Financial Advisory and Asset Management fees, the timing of distributions to shareholders, payments of incentive compensation to managing directors and employees and purchases of common stock.

4 unchanged sentences

Summary of Cash Flows:

Nine Months Ended

September 30,

Three Months Ended

($ in millions)

4 unchanged sentences

Other operating activities (b) (377) (376)

Net cash provided by operating activities 120 380

Net cash used in operating activities (220) (217)

Investing activities (48) (23)

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Effect of exchange rate changes (16) 30

Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash (186) 289

Net Decrease in Cash and Cash Equivalents and Restricted Cash (437) (401)

Cash and Cash Equivalents and Restricted Cash (d):

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________________________________________

(a) Consists primarily of amortization of deferred expenses and share-based incentive compensation, noncash lease expenses, depreciation and amortization of property, gain on sale of an owned office building, and deferred tax provision (benefit).

(a) Consists primarily of amortization of deferred expenses and share-based incentive compensation, noncash lease expenses, depreciation and amortization of property, deferred tax benefit, and in 2026, a gain on the sale and deconsolidation of business.

(b) Includes net changes in operating assets and liabilities.

(c) Consists primarily of purchases of shares of common stock, tax withholdings related to the settlement of vested RSUs and vested PRSUs, common stock dividends, changes in customer deposits, distributions to noncontrolling interest holders, activity related to borrowings (including in 2025 and 2024, the issuance of the 2035 Notes and 2031 Notes, respectively, and the redemption of the 2027 Notes and partial redemption of the 2025 Notes).

(c) Consists primarily of purchases of shares of common stock, tax withholdings related to the settlement of vested RSUs, common stock dividends, changes in customer deposits, and activity related to borrowings.

(d) Consists of cash and cash equivalents, deposits with banks and short-term investments and restricted cash.

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We regularly monitor our liquidity position, including cash levels, lease obligations, investments and related hedges, credit lines, principal investment commitments, interest and principal payments on debt, capital expenditures, dividend payments, purchases of shares of common stock, compensation and other matters relating to liquidity and compliance with regulatory net capital requirements.

At September 30, 2025, Lazard had approximately $1,172 million of cash and cash equivalents, including approximately $658 million held at Lazard’s operations outside the U.S.

At March 31, 2026, Lazard had approximately $1,021 million of cash and cash equivalents, including approximately $569 million held at Lazard’s operations outside the U.S.

Lazard provides for income taxes on substantially all of its foreign earnings and we expect that no material amount of additional taxes would be recognized upon receipt of dividends or distributions of such earnings from our foreign operations.

As of September 30, 2025, the Company’s remaining lease obligations were $21 million for 2025 (October 1 through December 31), $163 million from 2026 through 2027, $152 million from 2028 through 2029 and $279 million from 2030 through 2039.

As of September 30, 2025, Lazard had approximately $210 million in unused lines of credit available to it, including a $200 million, five-year, senior revolving credit facility under the Second Amended and Restated Credit Agreement, among Lazard Group LLC, the Banks from time to time party thereto and Citibank, N.A., as Administrative Agent (as amended from time to time, the “Second Amended and Restated Credit Agreement”).

As of March 31, 2026, the Company’s remaining lease obligations were $62 million for 2026 (April 1 through December 31), $160 million from 2027 through 2028, $143 million from 2029 through 2030 and $203 million from 2031 through 2039.

As of March 31, 2026, Lazard had approximately $204 million in unused lines of credit available to it, including a $200 million, five-year, senior revolving credit facility under the Second Amended and Restated Credit Agreement, among Lazard Group LLC, the banks from time to time party thereto and Citibank, N.A., as Administrative Agent (as amended from time to time, the “Second Amended and Restated Credit Agreement”).

The Second Amended and Restated Credit Agreement contains customary terms and conditions, including limitations on consolidations, mergers, indebtedness and certain payments, as well as financial condition covenants relating to leverage and interest coverage ratios.

2 unchanged sentences

The Second Amended and Restated Credit Agreement includes financial covenants that require that Lazard Group LLC not permit (i) its Consolidated Leverage Ratio (as defined in the Second Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be greater than 3.25 to 1.00, provided that the Consolidated Leverage Ratio may be greater than 3.25 to 1.00 for four (consecutive or nonconsecutive) quarters so long as it is not greater than 3.50 to 1.00 on the last day of any such quarter, or (ii) its Consolidated Interest Coverage Ratio (as defined in the Second Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be less than 3.00 to 1.00.

No amounts were outstanding under the Second Amended and Restated Credit Agreement as of September 30, 2025.

No amounts were outstanding under the Second Amended and Restated Credit Agreement as of March 31, 2026.

In addition, the Second Amended and Restated Credit Agreement contains certain other covenants (none of which relate to financial condition), events of default and other customary provisions.

At September 30, 2025, the Company was in compliance with all financial and nonfinancial provisions.

At March 31, 2026, the Company was in compliance with all financial and nonfinancial provisions.

Lazard’s annual cash flow generated from operations historically has been sufficient to enable it to meet its annual obligations.

1 unchanged sentence

See also Notes 11, 13, 14, 15, 17 and 18 of Notes to Condensed Consolidated Financial Statements regarding information in connection with commitments, incentive plans, employee benefit plans, income taxes, tax receivable agreement obligations and regulatory requirements, respectively.

The table below sets forth our corporate indebtedness as of September 30, 2025 and December 31, 2024.

The table below sets forth our corporate indebtedness as of March 31, 2026 and December 31, 2025.

The agreements with respect to this indebtedness are discussed in more detail in our condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Form 10-K.

Outstanding as of

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Senior Debt Annual Interest Rate Principal Unamortized

11 unchanged sentences

Senior Notes 5.625 % 300.0 2.7 297.3 300.0 2.8 297.2

Lazard Group 2035

Senior Notes 5.625 % 300.0 2.9 297.1 – – –

$ 1,700.0 $ 11.2 $ 1,688.8 $ 1,700.0 $ 12.0 $ 1,688.0

In the third quarter of 2025, Lazard Group LLC issued $300 million of 5.625% senior notes due in 2035.

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

The indenture and supplemental indentures relating to Lazard Group LLC’s senior notes contain certain covenants (none of which relate to financial condition), events of default and other customary provisions.

At September 30, 2025, the Company was in compliance with all of these provisions.

At March 31, 2026, the Company was in compliance with all of these provisions.

We may, to the extent required and subject to restrictions contained in our financing arrangements, use other financing sources, which may cause us to be subject to additional restrictions or covenants.

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Stockholders’ Equity

At September 30, 2025, total stockholders’ equity was $879 million, as compared to $685 million at December 31, 2024, including $842 million and $636 million attributable to Lazard, Inc.

At March 31, 2026, total stockholders’ equity was $872 million, as compared to $906 million at December 31, 2025, including $881 million and $869 million attributable to Lazard, Inc.

on the respective dates.

The net activity in stockholders’ equity during the nine month period ended September 30, 2025 is reflected in the table below (in millions of dollars):

The net activity in stockholders’ equity during the three month period ended March 31, 2026 is reflected in the table below (in millions of dollars):

Stockholders’ Equity - January 1, 2026 $ 906

1 unchanged sentence

Net income (a) 101

Other comprehensive income 54

Other comprehensive loss (5)

Amortization of share-based incentive compensation 104

2 unchanged sentences

Common stock dividends (47)

Sale and deconsolidation of business (47)

Other - net (2)

Stockholders’ Equity - September 30, 2025 $ 879

Stockholders’ Equity - March 31, 2026 $ 872

________________________________________

(a) Excludes net income associated with redeemable noncontrolling interests of $8 million.

(a) Excludes net loss associated with redeemable noncontrolling interests of $0.1 million.

(b) The tax withholding portion of share-based compensation is settled in cash, not shares.

4 unchanged sentences

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

Nine Months Ended September 30:

Three Months Ended March 31:

Shares Purchased Average

1 unchanged sentence

2026 41,502 $ 40.82

As of September 30, 2025, a total of $159 million of share repurchase authorization remained available under Lazard, Inc.’s share repurchase program which will expire on December 31, 2026.

During the nine month period ended September 30, 2025, Lazard, Inc.

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.

On October 22, 2025, the Board of Directors of Lazard declared a quarterly dividend of $0.50 per share on our common stock.

The dividend is payable on November 14, 2025 to stockholders of record on November 3, 2025.

As of March 31, 2026, a total of $107 million of share repurchase authorization remained available under Lazard, Inc.’s share repurchase program which will expire on December 31, 2026.

On April 30, 2026, the Board of Directors of Lazard declared a quarterly dividend of $0.50 per share on our common stock.

The dividend is payable on May 22, 2026 to stockholders of record on May 11, 2026.

See Notes 12 and 13 of Notes to Condensed Consolidated Financial Statements for additional information regarding Lazard’s stockholders’ equity and incentive plans, respectively.

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These regulatory requirements may restrict the flow of funds to and from affiliates.

See Note 19 of Notes to Condensed Consolidated Financial Statements for further

See Note 18 of Notes to Condensed Consolidated Financial Statements for further information.

These regulations differ in the U.S., the U.K., France and other countries in which we operate.

Our capital structure is designed to provide each of our subsidiaries with capital and liquidity consistent with its business and regulatory requirements.

structure is designed to provide each of our subsidiaries with capital and liquidity consistent with its business and regulatory requirements.

For a discussion of regulations relating to us, see Item 1, “Business—Regulation” included in our Form 10-K.

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We allocate the estimated amount of such annual discretionary compensation to interim periods by segment in proportion to the amount of adjusted net revenue earned in such periods based on an estimated annual ratio of adjusted compensation and benefits expense to adjusted net revenue.

See “Financial Statement Overview—Operating Expenses” for more information on our periodic compensation and benefits expense.

See “Financial Statement Overview—Operating Expenses” for more information on our periodic compensation and benefits expense and Note 1 of Notes to Condensed Consolidated Financial Statements for additional information regarding the change in accounting principle in the first quarter of 2026 for recognizing compensation expense on certain incentive compensation awards.

As part of the process of preparing our consolidated financial statements, we estimate our income taxes for each of our tax-paying entities in its respective jurisdiction.

In addition to estimating actual current tax liabilities for these jurisdictions, we also must account for the tax effects of differences between the financial reporting and tax reporting of items, such as basis adjustments, compensation and benefits expense, and depreciation and amortization.

Differences which are temporary in nature result in deferred tax assets and liabilities.

Significant judgment is required in determining our

provision for income taxes, our deferred tax assets and liabilities, any valuation allowance recorded against our deferred tax assets and our unrecognized tax benefits.

Differences which

are temporary in nature result in deferred tax assets and liabilities.

Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, any valuation allowance recorded against our deferred tax assets and our unrecognized tax benefits.

We recognize a deferred tax asset if it is more likely than not (defined as a likelihood of greater than 50%) that a tax benefit will be accepted by the relevant taxing authority.

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Tax Receivable Agreement

The Second Amended and Restated Tax Receivable Agreement, dated as of October 26, 2015 (the “TRA”), between Lazard and LTBP Trust (the “Trust”) provides for payments by our subsidiaries to the owners of the Trust, who include certain of our executive officers.

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

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To the extent material, we consolidate seed and LFI investment entities in which we own a controlling financial interest, and we would deconsolidate any such entity when we no longer have a controlling financial interest in such entity.

Seed investments held in entities in which the Company maintained a controlling financial interest were $195 million in 13 entities as of September 30, 2025, as compared to $111 million in ten entities as of December 31, 2024.

LFI investments held in entities in which the Company maintained a controlling financial interest were $59 million in nine entities as of September 30, 2025, as compared to $93 million in nine entities as of December 31, 2024.

As of September 30, 2025 and December 31, 2024, the Company did not consolidate any seed investment entities or LFI investment entities, with the exception of the consolidation of certain LFI funds (see Note 21 of Notes to Condensed Consolidated Financial Statements).

Seed investments held in entities in which the Company maintained a controlling financial interest were $170 million in fifteen entities as of March 31, 2026, as compared to $183 million in thirteen entities as of December 31, 2025.

LFI investments held in entities in which the Company maintained a controlling financial interest were $27 million in eight entities as of March 31, 2026, as compared to $63 million in nine entities as of December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company did not consolidate any seed investment entities or LFI investment entities, with the exception of the consolidation of certain LFI funds (see Note 20 of Notes to Condensed Consolidated Financial Statements).

As such, seed investments and substantially all of LFI investments included in “investments” on the condensed consolidated statements of financial condition represented the Company’s economic interest in the seed and LFI investments.

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Data relating to investments is set forth below:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

($ in thousands)

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_______________________

(a) At September 30, 2025 and December 31, 2024, seed investments in directly owned equity securities were invested as follows:

September 30, 2025 December 31, 2024

(a) At March 31, 2026 and December 31, 2025, seed investments in directly owned equity securities were invested as follows:

March 31, 2026 December 31, 2025

Percentage invested in:

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Risk exposures may change as a result of ongoing portfolio activities and changing market conditions, among other things.

Equity Market Price Risk—At September 30, 2025 and December 31, 2024, the Company’s exposure to equity market price risk in its investment portfolio, which primarily relates to investments in equity securities, equity funds and hedge funds, was approximately $279 million and $164 million, respectively.

Equity Market Price Risk—At March 31, 2026 and December 31, 2025, the Company’s exposure to equity market price risk in its investment portfolio, which primarily relates to investments in equity securities, equity funds and hedge funds, was approximately $241 million and $259 million, respectively.

The Company hedges market exposure arising from a significant portion of our equity investment portfolios by entering into total return swaps.

The Company estimates that a hypothetical 10% adverse change in market prices would result in a net decrease of approximately $0.9 million as of both September 30, 2025 and December 31, 2024 in the carrying value of such investments, including the effect of the hedging transactions.

Interest Rate and Credit Spread Risk—At September 30, 2025 and December 31, 2024, the Company’s exposure to interest rate and credit spread risk in its investment portfolio related to investments in debt securities or funds which invest primarily in debt securities was $16 million and $24 million, respectively.

The Company estimates that a hypothetical 10% adverse change in market prices would result in a net decrease of approximately $1.3 million and $1.0 million as of March 31, 2026 and December 31, 2025, respectively, in the carrying value of such investments, including the effect of the hedging transactions.

Interest Rate and Credit Spread Risk—At March 31, 2026 and December 31, 2025, the Company’s exposure to interest rate and credit spread risk in its investment portfolio related to investments in debt securities or funds which invest primarily in debt securities was $17 million and $22 million, respectively.

The Company hedges market exposure arising from a portion of our debt investment portfolios by entering into total return swaps.

The Company estimates that a hypothetical 100 basis point adverse change in interest rates or credit spreads would result in a net decrease of approximately $0.6 million as of September 30, 2025 and a net increase of approximately $0.6 million in the carrying value of such investments as of December 31, 2024, including the effect of the hedging transactions.

Foreign Exchange Rate Risk—At September 30, 2025 and December 31, 2024, the Company’s exposure to foreign exchange rate risk in its investment portfolio, which primarily relates to investments in foreign currency denominated equity and debt securities and private equity investments was $126 million and $65 million, respectively.

The Company estimates that a hypothetical 100 basis point adverse change in interest rates or credit spreads would result in a net decrease of approximately $0.6 million and $0.7 million as of March 31, 2026 and December 31, 2025, respectively, including the effect of the hedging transactions.

Foreign Exchange Rate Risk—At March 31, 2026 and December 31, 2025, the Company’s exposure to foreign exchange rate risk in its investment portfolio, which primarily relates to investments in foreign currency denominated equity and debt securities and private equity investments was $97 million and $114 million, respectively.

A significant portion of the Company’s foreign currency exposure related to our equity and debt investment portfolios is hedged through the aforementioned total return swaps.

The Company estimates that a 10% adverse change in foreign exchange rates versus the U.S.

Dollar would result in a net decrease of approximately $2.5 million and $2.0 million in the carrying value of such investments as of September 30, 2025 and December 31, 2024, respectively, including the effect of the hedging transactions.

Dollar would result in a net decrease of approximately $2.4 million and $2.0 million in the carrying value of such investments as of March 31, 2026 and December 31, 2025, respectively, including the effect of the hedging transactions.

Private Equity—The Company invests in private equity primarily as a part of its co-investment activities and in connection with certain legacy businesses.

At September 30, 2025 and December 31, 2024, the Company’s exposure to changes in fair value of such investments was approximately $28 million and $24 million, respectively.

The Company estimates that a hypothetical 10% adverse change in fair value would result in a decrease of approximately $2.8 million and $2.4 million, respectively, in the carrying value of such investments as of September 30, 2025 and December 31, 2024.

At March 31, 2026 and December 31, 2025, the Company’s exposure to changes in fair value of such investments was approximately $20 million and $28 million, respectively.

The Company estimates that a hypothetical 10% adverse change in fair value would result in a decrease of approximately $2.0 million and $2.8 million, respectively, in the carrying value of such investments as of March 31, 2026 and December 31, 2025.

For additional information regarding risks associated with our investments, see Item 1A, “Risk Factors—Other Business Risks—Our results of operations may be affected by fluctuations in the fair value of positions held in our investment portfolios” in our Form 10-K.

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We maintain an allowance for credit losses to provide coverage for expected losses from our receivables.

At September 30, 2025, total receivables amounted to $775 million, net of an allowance for credit losses of $28 million.

As of that date, Financial Advisory and Asset Management fees, and customers and other receivables comprised 79% and 21% of

total receivables, respectively.

At December 31, 2024, total receivables amounted to $754 million, net of an allowance for credit losses of $32 million.

At March 31, 2026, total receivables amounted to $774 million, net of an allowance for credit losses of $22 million.

As of that date, Financial Advisory and Asset Management fees, and customers and other receivables comprised 74% and 26% of total receivables, respectively.

At December 31, 2025, total receivables amounted to $898 million, net of an allowance for

credit losses of $23 million.

As of that date, Financial Advisory and Asset Management fees, and customers and other receivables comprised 79% and 21% of total receivables, respectively.

See also “Critical Accounting Policies and Estimates—Revenue Recognition” above and Note 4 of Notes to Condensed Consolidated Financial Statements for additional information regarding receivables.

LFG and LFB offer wealth management and banking services to high net worth individuals and families.

At September 30, 2025 and December 31, 2024, customers and other receivables included $130 million and $83 million, respectively, of such LFB loans which are fully collateralized and monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans.

At March 31, 2026 and December 31, 2025, customers and other receivables included $139 million and $142 million, respectively.

Such LFB 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.

Therefore, there was no allowance for credit losses required at those dates related to such receivables.

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In entering into derivative agreements, the Company is subject to counterparty risk.

Net derivative assets amounted to $0.5 million and $4 million at September 30, 2025 and December 31, 2024, respectively, and net derivative liabilities, excluding the derivative liability arising from the Company’s obligation pertaining to LFI and other similar deferred compensation arrangements, amounted to $37 million and $3 million at September 30, 2025 and December 31, 2024, respectively.

Net derivative assets amounted to $5 million and $0.5 million at March 31, 2026 and December 31, 2025, respectively, and net derivative liabilities, excluding the derivative liability arising from the Company’s obligation pertaining to LFI and other similar deferred compensation arrangements, amounted to $22 million and $30 million at March 31, 2026 and December 31, 2025, respectively.

The Company also records derivative liabilities relating to its obligations pertaining to LFI awards and other similar deferred compensation arrangements, the fair value of which is based on the value of the underlying investments, adjusted for estimated forfeitures.

Changes in the fair value of the derivative liabilities are equally offset by the changes in the fair value of investments which are expected to be delivered upon settlement of LFI awards.

Derivative liabilities relating to LFI amounted to $185 million and $271 million at September 30, 2025 and December 31, 2024, respectively.

Derivative liabilities relating to LFI amounted to $114 million and $189 million at March 31, 2026 and December 31, 2025, respectively.

Risks Related to Cash and Cash Equivalents and Corporate Indebtedness

A significant portion of the Company’s indebtedness has fixed interest rates, while its cash and cash equivalents typically bear interest at market interest rates.

Based on account balances as of September 30, 2025, Lazard estimates that its annual operating income relating to cash and cash equivalents would increase by approximately $12 million in the event interest rates were to increase by 1% and decrease by approximately $12 million if rates were to decrease by 1%.

As of September 30, 2025, the Company’s cash and cash equivalents totaled approximately $1,172 million.

Based on account balances as of March 31, 2026, Lazard estimates that its annual operating income relating to cash and cash equivalents would increase by approximately $10 million in the event interest rates were to increase by 1% and decrease by approximately $10 million if rates were to decrease by 1%.

As of March 31, 2026, the Company’s cash and cash equivalents totaled approximately $1,021 million.

Substantially all of the Company’s cash and cash equivalents were invested in (i) highly liquid institutional money market funds (a significant majority of which were invested solely in U.S.

Government or agency money market funds), (ii) in short-term interest bearing and non-interest bearing accounts at a number of leading banks throughout the world, (iii) overnight sponsored repurchase agreements and (iv) in short-term certificates of deposit from such banks.

Government or agency money market funds), (ii) in short-term interest bearing and non-interest bearing accounts at a number of leading banks throughout the world, (iii) overnight reverse repurchase agreements and (iv) in short-term certificates of deposit from such banks.

Cash and cash equivalents are continuously monitored.

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The Company has in place business continuity and disaster recovery programs that manage its capabilities to provide services in the case of a disruption.

We purchase insurance policies

designed to help protect the Company against accidental loss and losses that may significantly affect our financial objectives, personnel, property or our ability to continue to meet our responsibilities to our various stakeholder groups.

We purchase insurance policies designed to help protect the Company against accidental loss and other losses that may significantly affect our financial

objectives, personnel, property or our ability to continue to meet our responsibilities to our various stakeholder groups.

See Item 1A, “Risk Factors” in our Form 10-K for more information regarding operational risk in our business and Item 1C, “Cybersecurity” in our Form 10-K for more information on the Company’s processes to identify, assess and manage cybersecurity risks.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis