What changed in this filing

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Item 5. Other Information

2024-04-26 compared with 2023-10-27 · 37 added, 27 removed, 104 unchanged (38% of the section changed)

Other Information

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K .

On October 26, 2023, the Company announced its intention to convert to a U.S.

C-Corporation effective January 1, 2024, subject to compliance with global regulatory requirements.

The conversion is expected to be non-taxable to the Company and its shareholders.

3.1 Certificate of Incorporation and Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement (File No.

333-121407) on Form S-1/A filed on March 21, 2005).

3.2 Certificate of Incorporation on Change of Name of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement (File No.

333-121407) on Form S-1/A filed on March 21, 2005).

3.3 Amended and Restated Bye-Laws of Lazard Ltd (incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report (File No.

001-32492) on Form 10-Q filed on June 16, 2005).

3.4 First Amendment to Amended and Restated Bye-Laws of Lazard Ltd (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report (File No.

001-32492) on Form 10-Q filed on May 9, 2008).

3.5 Second Amendment to the Amended and Restated Bye-Laws of Lazard Ltd (incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report (File No.

001-32492) on Form 10-Q filed on April 30, 2010).

4.1 Form of Specimen Certificate for Class A common stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement (File No.

333-121407) on Form S-1/A filed on April 11, 2005).

During the three months ended March 31, 2024, the following executive officer and director adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

On March 1, 2024 , Kenneth M.

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

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

The aggregate number of shares to be sold under the plan is 1,000,000 shares.

No other director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K.

3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report (File No.

001-32492) on Form 8-K filed on January 2, 2024).

3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report (File No.

001-32492) on Form 8-K filed on January 2, 2024).

4.1 Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report (File No.

001-32492) on Form 8-K filed on January 2, 2024).

4.2 Indenture, dated as of May 10, 2005, by and between Lazard Group LLC and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Lazard Group LLC’s Registration Statement (File No.

8 unchanged sentences

001-32492) filed on March 11, 2019) .

4.7 Tent h Supplemental Indenture, dated as of March 1 2 , 20 24 , between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-32492) filed on March 1 2, 20 24 ) .

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

12 unchanged sentences

001-32492) on Form 10-Q filed on April 29, 2011).

10.5* Lazard Ltd 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement (File No.

333-121407) on Form S-1/A filed on May 2, 2005).

10.6* Lazard Ltd 2008 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No.

10.5* Lazard , Inc.

2008 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No.

001-32492) filed on March 24, 2008).

10.7* Lazard Ltd 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No.

10.6* Lazard , Inc.

2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No.

001-32492) filed on March 15, 2018).

10.7* First Amendment to the Lazard , Inc.

2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No.

001-32492) filed on March 16, 2021).

10.8* Second Amendment to the Lazard, Inc.

2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Post-Effective Amendment No.

1 to Registration Statements on Form S-8 (File Nos.

333-154977 , 333-193845 , 333-217597 , 333-224552 and 333-269977 ) filed on February 2, 2024).

10.9* First Amendment to the Lazard, Inc.

2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Post-Effective Amendment No.

1 to Registration Statements on Form S-8 (File Nos.

333-154977 , 333-193845 , 333-217597 , 333-224552 and 333-269977 ) filed on February 2, 2024).

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

34 unchanged sentences

001-32492) filed on July 28, 2022).

10.21* Letter Agreement, dated as of A u gust 23, 202 3 , by and between Lazard Group LLC and Mary Ann Betsch (incorporated by reference to Exhibit 10.

2 to the Registrant’s Current Report on Form 8-K (File No.

10.23* Agreement relating to Retention and Noncompetition and Other Covenants, dated as of August 23, 2023, by and between the Registrant, Lazard Group LLC and Mary Ann Betsch (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

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

10.22* Letter Agreement, dated as of Ju ne 2 9 , 2023, by and between Lazard Frères & Co.

LLC and M icha el Gathy .

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

LLC and Michael Gathy (incorporated by reference to Exhibit 10.22 to the Registrant's Quarterly Report (File No.

001-32492) on Form 10-Q filed on October 27, 2023).

10.25* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 7, 2024, by and among the Registrant, Lazard & Co., Services Limited and Alexandra Soto.

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

6 unchanged sentences

001-32492) filed on April 30, 2019).

10.27* First Amendment to the Lazard Ltd 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No.

001-32492) filed on March 16, 2021).

10.30* Form of Agreement evidencing grant of Performance-Based Restricted Participation Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q (File No.

14 unchanged sentences

32.2 Section 1350 Certification for Mary Ann Betsch.

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

001-32492) on Form 10-K filed on February 23, 2024).

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.

8 unchanged sentences

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.

October 27, 2023

April 26, 2024

/s/ Mary Ann Betsch

5 unchanged sentences

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 5. Other Information