What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-26 compared with 2026-07-28 · 161 added, 140 removed, 810 unchanged (27% of the section changed)

1 unchanged sentence

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 “2026,” “2025,” “second quarter,” “first half” or “the period” refer to, as the context requires, the three month and six month periods ended June 30, 2026 and 2025.

All references to “2026,” “2025,” “third quarter,” “first nine months” or “the period” refer to, as the context requires, the three month and nine month periods ended September 30, 2026 and 2025.

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

61 unchanged sentences

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.

The transaction is expected to close in early November, subject to customary closing conditions.

Business Summary

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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 create a challenging environment for M&A and capital-raising activity and may also pressure our Asset Management 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.

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We operate in a competitive, global environment.

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

Geopolitical uncertainty, developments in international trade policies and practices, impact of higher interest rates, and AI uncertainty, 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.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Incr / (Decr) 2026 2025 %

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____________________________________

Dealogic as of July 2, 2026.

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

The number of defaulting issuers was 64 in the first half of 2026, according to Moody’s Investors Service, Inc., as compared to 68 in the first half of 2025.

Dealogic as of October 1, 2026.

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

The number of defaulting issuers was 92 in the first nine months of 2026, according to Moody’s Investors Service, Inc., as compared to 101 in the first nine months 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.

2 unchanged sentences

Asset Management

The percentage change in major equity market indices at June 30, 2026, as compared to such indices at December 31, 2025 and at June 30, 2025 is shown in the table below:

Percentage Changes June 30, 2026 vs.

March 31, 2026 December 31, 2025 June 30, 2025

The percentage change in major equity market indices at September 30, 2026, as compared to such indices at June 30, 2026, December 31, 2025 and at September 30, 2025 is shown in the table below:

Percentage Changes September 30, 2026 vs.

June 30, 2026 December 31, 2025 September 30, 2025

MSCI World Index 2 % 12 % 16 %

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Significant fluctuations in Financial Advisory net revenue can occur over the course of any given year, because a significant portion of such net revenue is earned upon the successful completion of a transaction, restructuring or capital raising activity, the timing of which is uncertain and is not subject to Lazard’s control.

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

Lazard’s Asset Management segment principally includes LAM, LFG, Lazard Frères Banque SA (“LFB”) and prior to February 13, 2026, 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.

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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.

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.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

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Non-compensation 190,436 175,082 573,207 521,936

Benefit pursuant to tax receivable

agreement obligation – (20,146) – (20,146)

Total operating expenses 759,419 653,148 2,196,493 1,949,480

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

4 unchanged sentences

Revenue related to noncontrolling interests and similar arrangements (a) (2,898) (16,092) (15,793) (34,103)

Gains related to LFI and other similar arrangements (b) (9,921) (10,509) (11,703) (15,752)

(Gains) losses related to LFI and other similar arrangements (b) 1,066 (4,823) (10,637) (20,575)

Distribution fees, reimbursable deal costs, provision for credit losses and other (c) (29,743) (25,144) (79,597) (64,442)

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

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Compensation and benefits expense related to noncontrolling interests and similar arrangements (a) (2,069) (12,594) (5,081) (20,771)

Charges pertaining to LFI and other similar arrangements (b) (9,921) (10,509) (11,703) (15,752)

(Charges) credits pertaining to LFI and other similar arrangements (b) 1,066 (4,823) (10,637) (20,575)

Expenses associated with senior management transition (c) (5,550) (6,148) (24,983) (6,148)

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

5 unchanged sentences

Expenses related to the pending acquisition of Campbell Lutyens (c) (4,108) – (15,316) –

Amortization of intangible assets (d) (601) – (601) –

Other (46) (27) (46) (79)

Adjusted non-compensation expense (d) $ 171,720 $ 157,371 $ 320,395 $ 305,253

Adjusted non-compensation expense (e) $ 155,523 $ 148,665 $ 475,918 $ 453,918

Adjusted non-compensation expense, as a % of

adjusted net revenue (d) 21.8 % 20.4 % 22.0 % 21.6 %

adjusted net revenue (e) 19.3 % 20.5 % 21.0 % 21.2 %

____________________________________

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

(d) Represents intangible asset amortization expense associated with the acquisition of a business.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

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Interest expense 22,025 22,634 67,183 64,698

Other – 26 – 52

Gain on sale and deconsolidation of Edgewater – – (75,508) –

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Campbell Lutyens 4,108 – 15,316 –

Adjusted operating income (a) $ 65,175 $ 108,232 $ 118,899 $ 182,249

Amortization of intangible assets 601 – 601 –

Benefit pursuant to tax receivable agreement

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

Other 46 27 46 79

Adjusted operating income (b) $ 86,668 $ 101,341 $ 205,567 $ 283,590

Adjusted operating income, as a % of adjusted

net revenue (a) 8.3 % 14.1 % 8.1 % 12.9 %

net revenue (b) 10.8 % 14.0 % 9.1 % 13.3 %

____________________________________

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

(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.

Headcount information is set forth below:

June 30, 2026 December 31, 2025 June 30, 2025

September 30, 2026 December 31, 2025 September 30, 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 June 30, 2026 versus June 30, 2025

Three Months Ended September 30, 2026 versus September 30, 2025

Net revenue increased $66 million, or 9%, with adjusted net revenue increasing $80 million, or 11%, as compared to the 2025 period.

Investment banking and other advisory fees decreased $45 million, or 9%, as compared to the 2025 period.

Investment banking and other advisory fees increased $42 million, or 10%, as compared to the 2025 period.

Asset management fees, including incentive fees, increased $39 million, or 13%, as compared to the 2025 period.

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Adjusted non-compensation expense increased $7 million, or 5%, as compared to the 2025 period.

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

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

The ratio of adjusted non-compensation expense to adjusted net revenue was 19.3% for the 2026 period, as compared to 20.5% for the 2025 period.

1 unchanged sentence

Adjusted operating income decreased $15 million, or 14%, as compared to the 2025 period, and, as a percentage of adjusted net revenue, was 10.8% for the 2026 period, as compared to 14.0% in the 2025 period.

In the 2025 period, the benefit pursuant to tax receivable agreement obligation was $20 million resulting from the periodic revaluation of the TRA liability.

The provision for income taxes reflects an effective tax rate of 45.8%, as compared to 22.6% for the 2025 period.

The change in the effective tax rate compared to the 2025 period principally relates to changes in the geographic mix of earnings and certain elevated factors, including the effect of a current period catch-up adjustment from the tax benefit related to the vesting of share-based incentive compensation awards in the first quarter of 2026.

Net income attributable to noncontrolling interests increased $3 million, or 49%, as compared to the 2025 period.

The change in the effective tax rate compared to the 2025 period principally relates to changes in the geographic mix of earnings partially offset by the impact of discrete items.

Net income attributable to noncontrolling interests decreased $2 million, or 77%, as compared to the 2025 period.

The Company reported net income attributable to Lazard of $29 million, as compared to net income attributable to Lazard of $71 million in the 2025 period.

Six Months Ended June 30, 2026 versus June 30, 2025

Nine Months Ended September 30, 2026 versus September 30, 2025

Net revenue increased $186 million, or 8%, with adjusted net revenue increasing $126 million, or 6%, as compared to the 2025 period.

Fee revenue from investment banking and other advisory activities decreased $48 million, or 6%, as compared to the 2025 period.

Fee revenue from investment banking and other advisory activities decreased $6 million as compared to the 2025 period.

Asset management fees, including incentive fees, increased $161 million, or 19%, as compared to the 2025 period.

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Non-compensation expense, which includes $15 million of expenses related to the pending acquisition of Campbell Lutyens, increased $51 million, or 10%, as compared to the 2025 period.

Adjusted non-compensation expense increased $15 million, or 5%, as compared to the 2025 period.

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

Adjusted non-compensation expense

increased $22 million, or 5%, as compared to the 2025 period.

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

The ratio of adjusted non-compensation expense to adjusted net revenue was 21.0% for the 2026 period, as compared to 21.2% for the 2025 period.

1 unchanged sentence

Adjusted operating income decreased $78 million, or 28%, as compared to the 2025 period, and, as a percentage of adjusted net revenue, was 9.1% for the 2026 period, as compared to 13.3% in the 2025 period.

In the 2025 period, the benefit pursuant to tax receivable agreement obligation was $20 million resulting from the periodic revaluation of the TRA liability.

The provision for income taxes reflects an effective tax rate of 20.9%, as compared to 18.9% for the 2025 period.

The change in the effective tax rate compared to the 2025 period principally relates to the impact of discrete tax benefits for share-based incentive compensation awards during the first quarter and changes in the geographic mix of earnings.

Net income attributable to noncontrolling interests increased $1 million, or 13%, as compared to the 2025 period.

Net income attributable to noncontrolling interests decreased $1 million, or 8%, as compared to the 2025 period.

The Company reported net income attributable to Lazard of $135 million, as compared to net income attributable to Lazard of $187 million in the 2025 period.

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

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________________________________________

Dealogic as of July 2, 2026.

Dealogic as of October 1, 2026.

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 and therefore may not be reflective of the geography in which the clients are located.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

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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 June 30, 2026 versus June 30, 2025

Financial Advisory net revenue decreased $47 million, or 9%, as compared to the 2025 period.

Financial Advisory adjusted net revenue decreased $46 million, or 9%, as compared to the 2025 period.

The decreases in Financial Advisory net revenue and adjusted net revenue reflected lower fees from M&A transactions as compared to the 2025 period.

Adjusted compensation and benefits expense decreased $4 million, or 1%, as compared to the 2025 period, as increases related to our ongoing investment in strategic senior hires were more than offset by the effect of reduced revenues.

Adjusted non-compensation expense increased $7 million, or 13%, as compared to the 2025 period primarily due to an increase in travel and entertainment.

Three Months Ended September 30, 2026 versus September 30, 2025

Financial Advisory net revenue increased $42 million, or 10%, as compared to the 2025 period.

Financial Advisory adjusted net revenue increased $42 million, or 10%, as compared to the 2025 period.

The increases in Financial Advisory net revenue and adjusted net revenue reflected higher fees from M&A transactions with fees of $5 million or more, as compared to the 2025 period.

Adjusted compensation and benefits expense increased $71 million, or 26%, as compared to the 2025 period primarily driven by our ongoing investment in strategic senior hires.

Adjusted non-compensation expense increased $4 million, or 8%, as compared to the 2025 period primarily due to investments in technology and an increase in travel and entertainment.

Adjusted operating income was $64 million, a decrease of $33 million, or 34%, as compared to adjusted operating income of $97 million in the 2025 period, and, as a percentage of adjusted net revenue, was 13.8%, as compared to 23.0% in the 2025 period.

Six Months Ended June 30, 2026 versus June 30, 2025

Nine Months Ended September 30, 2026 versus September 30, 2025

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

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Adjusted compensation and benefits expense increased $97 million, or 12%, as compared to the 2025 period, primarily driven by our ongoing investment in strategic senior hires.

Adjusted non-compensation expense increased $5 million, or 5%, as compared to the 2025 period primarily due to an increase in travel and entertainment and recruitment fees.

Adjusted non-compensation expense increased $9 million, or 6%, as compared to the 2025 period primarily due to an increase in travel and entertainment and recruitment fees and technology information services.

Adjusted operating income was $173 million, a decrease of $123 million, or 42%, as compared to adjusted operating income of $296 million in the 2025 period, and, as a percentage of adjusted net revenue, was 13.7%, as compared to 23.1% in the 2025 period.

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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):

June 30, 2026 December 31, 2025 (a)

September 30, 2026 December 31, 2025 (a)

($ in millions)

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

Total AUM at June 30, 2026 was $285 billion, an increase of $31 billion, or 12%, as compared to total AUM of $254 billion at December 31, 2025 primarily due to market appreciation and net inflows and an increase attributable to acquiring a controlling interest in Elaia Partners, a venture capital asset management entity (“Elaia”), partially offset by foreign exchange depreciation and the sale and deconsolidation of the Edgewater management vehicles.

Average AUM for the second quarter of 2026 increased 17% as compared to the three month period ended June 30, 2025, and average AUM for the first six months of 2026 increased 16% as compared to the six month period ended June 30, 2025.

As of both June 30, 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 June 30, 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 June 30, 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 June 30, 2026, AUM with foreign currency exposure represented approximately 68% of our total AUM as compared to 67% at December 31, 2025.

Total AUM at September 30, 2026 was $284 billion, an increase of $30 billion, or 12%, as compared to total AUM of $254 billion at December 31, 2025 primarily due to market appreciation and net inflows and an increase attributable to acquiring a controlling interest in Elaia Partners, a venture capital asset management entity (“Elaia”), partially offset by foreign exchange depreciation and the sale and deconsolidation of the Edgewater management vehicles.

Average AUM for the third quarter of 2026 increased 11% as compared to the three month period ended September 30, 2025, and average AUM for the first nine months of 2026 increased 14% as compared to the nine month period ended September 30, 2025.

As of September 30, 2026, approximately 44% 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 compared to approximately 46% as of December 31, 2025.

As of September 30, 2026, approximately 47% 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 September 30, 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 September 30, 2026, AUM with foreign currency exposure represented approximately 68% of our total AUM as compared to 67% at December 31, 2025.

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 six month periods ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

The following is a summary of changes in AUM by asset class for the three month and nine month periods ended September 30, 2026 and 2025:

Three Months Ended September 30, 2026

Balance Inflows Outflows Net

Flows Acquisitions/Divestitures (a) Market Value

Flows Acquisitions/Divestitures Market Value

Appreciation/

8 unchanged sentences

Total $ 284,650 $ 16,550 $ (18,875) $ (2,325) $ – $ 1,923 $ (219) $ 284,029

______________________________________

(a) Related to the acquisition of a controlling interest in and consolidation of Elaia.

For the three months ended June 30, 2026, net flows were primarily driven by the US Equity and Alternative Investments platforms.

Six Months Ended June 30, 2026 (a)

For the three months ended September 30, 2026, net flows were primarily driven by International and Global Equity platforms.

Nine Months Ended September 30, 2026 (a)

Balance Inflows Outflows Net

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(b) Related to the sale and deconsolidation of the Edgewater management vehicles and the acquisition of a controlling interest in and consolidation of Elaia.

For the six months ended June 30, 2026, net flows were primarily driven by the Global/International Equity and Alternative Investments platforms.

Three Months Ended June 30, 2025 (a)

For the nine months ended September 30, 2026, net flows were primarily driven by the Global Equity, Emerging Markets Equity and Alternative Investments platforms.

Three Months Ended September 30, 2025 (a)

Balance Inflows Outflows Net

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

Six Months Ended June 30, 2025 (a)

Nine Months Ended September 30, 2025 (a)

Balance Inflows Outflows Net

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

Average AUM for the three month and six month periods ended June 30, 2026 and 2025 for each significant asset class is set forth below.

Average AUM for the three month and nine month periods ended September 30, 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

June 30, (a) Six Months Ended

September 30, (a) Nine Months Ended

September 30, (a)

2026 2025 2026 2025

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

20 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

6 unchanged sentences

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

Three Months Ended June 30, 2026 versus June 30, 2025

Three Months Ended September 30, 2026 versus September 30, 2025

Asset Management net revenue increased $30 million, or 9%, as compared to the 2025 period.

1 unchanged sentence

Management fees, on an adjusted basis, were $321 million, an increase of $49 million, or 18%, as compared to $272 million in the 2025 period primarily due to an increase in average AUM and product mix.

Incentive fees, on an adjusted basis, were $5 million, an

increase of $1 million as compared to $4 million in the 2025 period.

Other revenue, on an adjusted basis, was $16 million, an increase of $3 million as compared to $13 million in the 2025 period.

Incentive fees, on an adjusted basis, were $1 million, a decrease of $8

million as compared to $9 million in the 2025 period.

Other revenue, on an adjusted basis, was $8 million, a decrease of $6 million as compared to $14 million in the 2025 period.

Adjusted compensation and benefits expense increased $22 million, or 14%, as compared to the 2025 period primarily driven by increased adjusted net revenue.

Adjusted non-compensation expense increased $8 million, or 13%, as compared to the 2025 period primarily due to higher mutual fund servicing fees, which were largely driven by an increase in AUM.

Adjusted non-compensation expense was substantially the same as compared to the 2025 period.

Asset Management adjusted operating income was $87 million, an increase of $14 million, or 18%, as compared to adjusted operating income of $74 million in the 2025 period, and, as a percentage of adjusted net revenue, was 26.4%, as compared to 25.1% in the 2025 period.

Six Months Ended June 30, 2026 versus June 30, 2025

Nine Months Ended September 30, 2026 versus September 30, 2025

Asset Management net revenue, which included a non-cash gain of $76 million on the sale and deconsolidation of the Edgewater management vehicles in the first quarter of 2026, increased $210 million, or 23%, as compared to the 2025 period.

1 unchanged sentence

Management fees, on an adjusted basis, were $927 million, an increase of $166 million, or 22%, as compared to $762 million in the 2025 period primarily due to an increase in average AUM and product mix.

Incentive fees, on an adjusted basis, were $17 million, an increase of $4 million as compared to $13 million in the 2025 period.

Incentive fees, on an adjusted basis, were $18 million, a decrease of $3 million as compared to $21 million in the 2025 period.

Other revenue, on an adjusted basis, was $25 million, a decrease of $19 million as compared to $44 million in the 2025 period.

Adjusted compensation and benefits expense increased $86 million, or 20%, as compared to the 2025 period primarily driven by increased adjusted net revenue.

Adjusted non-compensation expense increased $13 million, or 10%, as compared to the 2025 period primarily due to higher mutual fund servicing fees, which were largely driven by an increase in AUM, and investments in technology.

Adjusted non-compensation expense increased $13 million, or 7%, 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 $246 million, an increase of $45 million, or 22%, as compared to adjusted operating income of $201 million in the 2025 period, and, as a percentage of adjusted net revenue, was 25.4%, as compared to 24.4% in the 2025 period.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

4 unchanged sentences

and similar arrangements (985) (3,327) (10,287) (9,263)

Gains related to LFI and other similar

(Gains) losses related to LFI and other similar

arrangements 1,066 (4,823) (10,637) (20,575)

12 unchanged sentences

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

Three Months Ended June 30, 2026 versus June 30, 2025

Corporate net revenue and Corporate adjusted net revenue were substantially the same as compared to the 2025 period.

Adjusted compensation and benefits expense, including centrally managed costs, increased $4 million, or 8%, as compared to the 2025 period.

Adjusted non-compensation expense, including centrally managed costs, was substantially the same as compared to the 2025 period.

Six Months Ended June 30, 2026 versus June 30, 2025

Three Months Ended September 30, 2026 versus September 30, 2025

Corporate net revenue decreased $6 million, or 97%, and Corporate adjusted net revenue increased $2 million, or 18% , as compared to the 2025 period.

Adjusted compensation and benefits expense, including centrally managed costs, decreased $6 million, or 12%, as compared to the 2025 period.

Adjusted non-compensation expense, including centrally managed costs, increased $3 million, or 8%, as compared to the 2025 period.

Nine Months Ended September 30, 2026 versus September 30, 2025

Corporate net revenue decreased $11 million as compared to the 2025 period.

Corporate adjusted net revenue decreased $1 million, or 7%, as compared to the 2025 period.

Adjusted compensation and benefits expense, including centrally managed costs, increased $6 million, or 7%, as compared to the 2025 period.

Adjusted non-compensation expense, including centrally managed costs, decreased $3 million, or 3%, as compared to the 2025 period.

Corporate adjusted net revenue remained substantially the same as compared to the 2025 period.

Adjusted compensation and benefits expense, including centrally managed costs, remained substantially the same as compared to the 2025 period.

Adjusted non-compensation expense, including centrally managed costs, remained substantially the same 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:

Six Months Ended

Nine Months Ended

September 30,

($ in millions)

4 unchanged sentences

Other operating activities (b) (239) (480)

Net cash used in operating activities (16) (168)

Net cash provided by operating activities 301 120

Investing activities (69) (64)

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LFB is subject to, and in compliance with, regulatory liquidity coverage ratios and liquidity levels are monitored on a daily basis.

We regularly monitor our liquidity position, including cash levels, lease obligations, investments and related hedges, credit lines, commitments related to business acquisitions (see Recent Developments) and principal investments, 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 June 30, 2026, Lazard had approximately $1,100 million of cash and cash equivalents, including approximately $553 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 June 30, 2026, the Company’s remaining lease obligations were $42 million for 2026 (July 1 through December 31), $162 million from 2027 through 2028, $145 million from 2029 through 2030 and $206 million from 2031 through 2039.

We regularly monitor our liquidity position, including cash levels, lease obligations, investments and related hedges, credit lines, commitments related to business acquisitions (see the pending acquisition disclosure in Recent Developments) and principal investments, 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, 2026, Lazard had approximately $1,264 million of cash and cash equivalents, including approximately $628 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, 2026, the Company’s remaining lease obligations were $20 million for 2026 (October 1 through December 31), $165 million from 2027 through 2028, $151 million from 2029 through 2030 and $231 million from 2031 through 2039.

In addition, as discussed in Note 11 of Notes to Condensed Consolidated Financial Statements, we entered into a lease agreement for additional office facilities that have not yet commenced, with aggregate undiscounted future lease payments of approximately $100 million.

As of June 30, 2026, 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 September 30, 2026, 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”).

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.

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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 June 30, 2026.

No amounts were outstanding under the Second Amended and Restated Credit Agreement as of September 30, 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 June 30, 2026, the Company was in compliance with all financial and nonfinancial provisions.

At September 30, 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.

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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 June 30, 2026 and December 31, 2025.

The table below sets forth our corporate indebtedness as of September 30, 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

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

Senior Debt Annual Interest Rate Principal Unamortized

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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 June 30, 2026, the Company was in compliance with all of these provisions.

At September 30, 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 June 30, 2026, total stockholders’ equity was $905 million, as compared to $906 million at December 31, 2025, including $914 million and $869 million attributable to Lazard, Inc.

At September 30, 2026, total stockholders’ equity was $940 million, as compared to $906 million at December 31, 2025, including $949 million and $869 million attributable to Lazard, Inc.

on the respective dates.

The net activity in stockholders’ equity during the six month period ended June 30, 2026 is reflected in the table below (in millions of dollars):

The net activity in stockholders’ equity during the nine month period ended September 30, 2026 is reflected in the table below (in millions of dollars):

Stockholders’ Equity - January 1, 2026 $ 906

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Other - net (11)

Stockholders’ Equity - June 30, 2026 $ 905

Stockholders’ Equity - September 30, 2026 $ 940

________________________________________

(a) Excludes net loss associated with redeemable noncontrolling interests of $9 million.

(a) Excludes net income associated with redeemable noncontrolling interests of $9 million.

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

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

Six Months Ended June 30:

Nine Months Ended September 30:

Shares Purchased Average

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2026 1,945,729 $ 43.68

As of June 30, 2026, a total of $57 million of share repurchase authorization remained available under Lazard, Inc.’s share repurchase program which will expire on December 31, 2026.

On July 22, 2026, the Board of Directors authorized additional share repurchases of $200 million, which expire as of December 31, 2028, bringing the total outstanding share repurchase authorization to approximately $257 million.

During the six month period ended June 30, 2026, Lazard, Inc.

As of September 30, 2026, a total of $224 million of share repurchase authorization remained available under Lazard, Inc.’s share repurchase program, of which $24 million will expire on December 31, 2026 and $200 million will expire on December 31, 2028.

During the nine month period ended September 30, 2026, 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 July 22, 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 August 14, 2026 to stockholders of record on August 3, 2026.

On October 21, 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 November 13, 2026 to stockholders of record on November 2, 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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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 $146 million in twelve entities as of June 30, 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 $31 million in nine entities as of June 30, 2026, as compared to $63 million in nine entities as of December 31, 2025.

As of June 30, 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).

Seed investments held in entities in which the Company maintained a controlling financial interest were $170 million in twelve entities as of September 30, 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 September 30, 2026, as compared to $63 million in nine entities as of December 31, 2025.

As of September 30, 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

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Data relating to investments is set forth below:

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

($ in thousands)

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_______________________

(a) At June 30, 2026 and December 31, 2025, seed investments in directly owned equity securities were invested as follows:

June 30, 2026 December 31, 2025

(a) At September 30, 2026 and December 31, 2025, seed investments in directly owned equity securities were invested as follows:

September 30, 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 June 30, 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 $286 million and $259 million, respectively.

Equity Market Price Risk—At September 30, 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 $276 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 $1.9 million and $1.0 million as of June 30, 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 June 30, 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 $19 million and $22 million, respectively.

The Company estimates that a hypothetical 10% adverse change in market prices would result in a net decrease of approximately $2.0 million and $1.0 million as of September 30, 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 September 30, 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 $16 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 $0.5 million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively, including the effect of the hedging transactions.

Foreign Exchange Rate Risk—At June 30, 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 $126 million and $114 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 September 30, 2026 and December 31, 2025, respectively, including the effect of the hedging transactions.

Foreign Exchange Rate Risk—At September 30, 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 $115 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 $2.7 million and $2.0 million in the carrying value of such investments as of June 30, 2026 and December 31, 2025, respectively, including the effect of the hedging transactions.

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, 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 June 30, 2026 and December 31, 2025, the Company’s exposure to changes in fair value of such investments was approximately $23 million and $28 million, respectively.

The Company estimates

that a hypothetical 10% adverse change in fair value would result in a decrease of approximately $2.3 million and $2.8 million, respectively, in the carrying value of such investments as of June 30, 2026 and December 31, 2025.

At September 30, 2026 and December 31, 2025, the Company’s exposure to

changes in fair value of such investments was approximately $22 million and $28 million, respectively.

The Company estimates that a hypothetical 10% adverse change in fair value would result in a decrease of approximately $2.2 million and $2.8 million, respectively, in the carrying value of such investments as of September 30, 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 June 30, 2026, total receivables amounted to $765 million, net of an allowance for credit losses of $24 million.

At September 30, 2026, total receivables amounted to $843 million, net of an allowance for credit losses of $25 million.

As of that date, Financial Advisory and Asset Management fees, and customers and other receivables comprised 72% and 28% of total receivables, respectively.

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

At both June 30, 2026 and December 31, 2025, customers and other receivables included $142 million.

At September 30, 2026 and December 31, 2025, customers and other receivables included $151 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.

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

Net derivative assets amounted to $2 million and $0.5 million at June 30, 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 $20 million and $30 million at June 30, 2026 and December 31, 2025, respectively.

Net derivative assets amounted to $2 million and $0.5 million at September 30, 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 September 30, 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 $121 million and $189 million at June 30, 2026 and December 31, 2025, respectively.

Derivative liabilities relating to LFI amounted to $116 million and $189 million at September 30, 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 June 30, 2026, Lazard estimates that its annual operating income relating to cash and cash equivalents would increase by approximately $11 million in the event interest rates were to increase by 1% and decrease by approximately $11 million if rates were to decrease by 1%.

As of June 30, 2026, the Company’s cash and cash equivalents totaled approximately $1,100 million.

Based on account balances as of September 30, 2026, Lazard estimates that its annual operating income relating to cash and cash equivalents would increase by approximately $13 million in the event interest rates were to increase by 1% and decrease by approximately $13 million if rates were to decrease by 1%.

As of September 30, 2026, the Company’s cash and cash equivalents totaled approximately $1,264 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 reverse repurchase agreements and (iv) in short-term certificates of deposit from such banks.

Cash and cash

equivalents are continuously monitored.

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.

On a regular basis, management reviews its investment profile as well as the credit profile of its list of depositor banks in order to adjust any deposit or investment thresholds as necessary.

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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