Item 5. Other Information
Item 5. Other Information
During the three months ended June 30, 2026, certain directors and officers of the Company adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, as set forth in the table below:
Trading Arrangement
Action Date Rule 10b5-1 (a) Non-Rule 10b5-1 (b) Total Shares to be Sold (c) Expiration Date
Peter R. Orszag ( Chief Executive Officer and Chairman )
Adopt May 22, 2026 x 84,103
March 31, 2027
Tracy Farr ( Chief Financial Officer )
Adopt June 8, 2026 x 3,476 (d)
March 31, 2027
Christopher Hogbin ( Chief Executive Officer of Lazard Asset Management )
Adopt May 22, 2026 x 10,228 (d)
March 31, 2027
Christian A. Weideman ( General Counsel )
Adopt May 22, 2026 x 14,169
March 31, 2027
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(a) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(b) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
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(c) Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 trading arrangement. The actual number of shares sold will be dependent on the terms of, and the satisfaction of the conditions as set forth in, the written plan. Sales of the shares pursuant to the plan, together with any incremental sales to the Company, are intended to cover estimated taxes and other personal expenditures.
(d) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events.
During the three months ended June 30, 2026, no other directors or and no other officers 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).
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Item 6.
Exhibits
2.1 Sale and Purchase Agreement, dated April 30, 2026, by and among Lazard, Inc. and the sellers party thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 1, 2026).
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 Certificate of Amendment, dated May 22, 2026, to the Certificate of Incorporation of Lazard, Inc . (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on May 22, 2026).
3.3 Amended and Restated By-laws of Lazard, Inc. effective as of May 22, 2026 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on May 22, 2026).
10.1* Fourth Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan (incorporated by reference to Annex C to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on May 22, 2026).
22.1 List of Issuers of Guaranteed Securities (incorporated by reference to Exhibit 22.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-32492) filed on February 23, 2026).
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.
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
_____________________
* 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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: July 28, 2026
LAZARD, INC.
By: /s/ Tracy Farr
Name: Tracy Farr
Title: Chief Financial Officer
By: /s/ Michael Gathy
Name: Michael Gathy
Title: Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.