What changed in this filing

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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-23 · 73 added, 34 removed, 294 unchanged (27% of the section changed)

5 unchanged sentences

Other Information

During the three months ended December 31, 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 December 13, 2024 , Peter R.

Orszag , the Company’s Chief Executive Officer and 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 under the Exchange Act.

The plan expires on the earlier of April 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 equal to 50% of the shares underlying equity awards that are scheduled to vest during the term of the plan, representing up to approximately 130,000 shares of the Company’s common stock.

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.

During the three months ended December 31, 2024, no other 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Information regarding members of the Board of Directors, including its audit committee and audit committee financial expert, as well as information regarding our Code of Business Conduct and Ethics that applies to our Chief Executive Officer and senior financial officers, will be presented in Lazard, Inc.’s definitive proxy statement for its 2024 annual general meeting of shareholders, which will be held in Spring 2024, and is incorporated herein by reference.

Information regarding members of the Board of Directors, including its audit committee and audit committee financial expert, as well as information regarding our Code of Business Conduct and Ethics that applies to our Chief Executive Officer and senior financial officers, will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.

Information regarding our executive officers is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant”.

The information required to be furnished pursuant to this item with respect to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Section 16(a) Beneficial Ownership Reporting and Compliance” in Lazard, Inc.’s definitive proxy statement for its 2024 annual general meeting of shareholders, and is incorporated herein by reference.

The information required to be furnished pursuant to this item with respect to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Section 16(a) Beneficial Ownership Reporting and Compliance” in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, and is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers and employees and other covered persons, as well as Lazard, Inc.

itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation

Information regarding executive officer and director compensation will be presented in Lazard, Inc.’s definitive proxy statement for its 2024 annual general meeting of shareholders, which will be held in Spring 2024, and is incorporated herein by reference.

Information regarding executive officer and director compensation will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management and related shareholder matters will be presented in Lazard, Inc.’s definitive proxy statement for its 2024 annual general meeting of shareholders, which will be held in Spring 2024, and is incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management and related shareholder matters will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.

Equity Compensation Plan Information

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_____________________

(1) Our 2018 Incentive Compensation Plan was approved by the stockholders of Lazard on April 24, 2018 and was amended on April 29, 2021 to increase the aggregate number of shares authorized for issuance under the 2018 Plan.

The aggregate number of shares authorized for issuance under the 2018 Plan is 50 million.The 2018 Plan replaced the 2008 Incentive Compensation Plan, which was terminated on April 24, 2018.

(1) Our 2018 Incentive Compensation Plan was approved by the stockholders of Lazard on April 24, 2018 and was amended on May 9, 2024 and April 29, 2021 to increase the aggregate number of shares authorized for issuance under

the 2018 Plan.

The aggregate number of shares authorized for issuance under the 2018 Plan is 70 million.

The 2018 Plan replaced the 2008 Incentive Compensation Plan, which was terminated on April 24, 2018.

(2) Our 2008 Incentive Compensation Plan was approved by the stockholders of Lazard on May 6, 2008.

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(3) Represents outstanding stock unit awards and PIPRs, after giving effect to forfeitures, as of December 31, 2024.

As of that date, the only grants made under the 2018 Incentive Compensation Plan have been in the form of stock unit awards, restricted stock awards and profits interest participation rights.

As of that date, the only grants made under the 2018 Incentive Compensation Plan have been in the form of stock unit awards and profits interest participation rights.

See Note 16 of Notes to Consolidated Financial Statements for a description of the plans.

7 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions, and director independence, will be presented in Lazard, Inc.’s definitive proxy statement for its 2024 annual general meeting of shareholders, which will be held in Spring 2024, and is incorporated herein by reference.

Information regarding certain relationships and related transactions, and director independence, will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.

Principal Accounting Fees and Services

Information regarding principal accountant fees and services will be presented in Lazard, Inc.’s definitive proxy statement for its 2024 annual general meeting of shareholders, which will be held in Spring 2024, and is incorporated herein by reference.

Information regarding principal accountant fees and services will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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

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

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 S tock Certificate for C ommon S tock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report (File No.

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).

9 unchanged sentences

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

4.7 Tenth Supplemental Indenture, dated as of March 12, 2024, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-32492) filed on March 12, 2024).

4.8 Eleventh Supplemental Indenture, dated as of December 12, 2024, among Lazard Group LLC, La zard, Inc.

and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

001-32492) filed on December 12, 2024).

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

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

10.5* Lazard Ltd 2008 Incentive Compensation Plan (as amended, Lazard, Inc.

10.5* Lazard, Inc.

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

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

10.6* Lazard Ltd 2018 Incentive Compensation Plan (as amended , Lazard, Inc.

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

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

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

10.9* Third Amendment to the Lazard, Inc.

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

001-32492) filed on March 21, 2024).

10.10* First Amendment to the Lazard, Inc.

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

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

6 unchanged sentences

001-32492) filed on May 26, 2023).

10.13* Letter Agreement, dated November 2 2 , 2024, by and between Kenneth M.

Jacobs and Lazard, Inc.

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

28 unchanged sentences

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

10.23* Agreement r elating to Retention and Noncompe t it ion 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.

10.25* 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).

2 unchanged sentences

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

10.27* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 7, 2024, by and among Registrant, Lazard & Co., Services Limited and Alexandra Soto (incorporated by reference to Exhibit 10.25 to the Registrant’s Quarterly Report (File No.

001-32492) on Form 10-Q filed on April 26, 2024).

10.28* 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.

4 unchanged sentences

001-32492) filed on July 31, 2023).

10.31 First Amendment to Second Amended and Restated Credit Agreement, dated as of December 23, 2024, by and among Lazard Group LLC, Lazard, Inc., the Banks party thereto and Citibank, N.A., as Administrative Agent.

10.32* Form of Agreement for Performance-Based Profits Interest Participation Right Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Quarterly Report on Form 10-Q (File No.

10 unchanged sentences

001-32492) on Form 10-Q filed on May 2, 2023).

10.34* Form of Agreement evidencing grant of Stock Performance Profits Interest Participation Rights Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

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

19.1 Insider T rading P olicy .

21.1 Subsidiaries of the Registrant .

22.1 List of Issuers of Guaranteed Securities.

23.1 Consent of Independent Registered Public Accounting Firm.

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32.2** Section 1350 Certification for Mary Ann Betsch.

97.1 Incentive Compensation Recovery Policy.

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.

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* Management contract or compensatory plan or arrangement.

** Furnished herewith.

These exhibits shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.

Such exhibits shall not be deemed incorporated into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

25 unchanged sentences

Due from subsidiaries 225 1,824,782

Deferred tax assets 1,192 –

Other assets 1,052 –

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15,000,000 shares authorized;

Series A— no shares issued and outstanding

Series B— no shares issued and outstanding

no shares issued and outstanding at December 31, 2024 and 2023

Common stock:

Class A, par value $ .01 per share ( 500,000,000 shares authorized;

Par value $ .01 per share ( 500,000,000 shares authorized;

112,766,091 shares issued at December 31, 2024 and 2023, including shares held by subsidiaries)

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1,474,309 1,361,018

Class A common stock held by subsidiaries, at cost ( 25,340,287 and 26,814,213 shares at December 31, 2023 and 2022, respectively)

Common stock held by subsidiaries, at cost ( 22,467,315 and 25,340,287 shares at December 31, 2024 and 2023, respectively)

( 838,069 ) ( 937,259 )

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Total operating expenses 2,370 6,177 2,203

OPERATING INCOME ( LOSS) 277,669 ( 75,479 ) 357,517

Benefit for income taxes ( 2,243 ) – –

NET INCOME (LOSS) $ 279,912 $ ( 75,479 ) $ 357,517

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1,716 ( 24,510 ) ( 11,413 )

Prior service cost (net of tax benefit of $ 2,567 for the year ended December 31, 2023)

Prior service cost (net of tax benefit of $ 2,747 and $ 2,567 for the years ended December 31, 2024 and 2023, respectively)

( 8,225 ) ( 7,751 ) –

16 unchanged sentences

Dividends received from subsidiaries 179,030 25,000 79,500

Deferred tax benefit ( 1,192 ) – –

Changes in due to/from subsidiaries ( 33,584 ) 42,772 ( 16,663 )

2 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Class A common stock dividends ( 173,075 ) ( 181,880 ) ( 195,944 )

Common stock dividends ( 179,017 ) ( 173,075 ) ( 181,880 )

Net cash used in financing activities ( 179,017 ) ( 173,075 ) ( 181,880 )

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

(dollars in thousands)

BASIS OF PRESENTATION

The accompanying Lazard Ltd condensed financial statements (the “Parent Company Financial Statements”), including the notes thereto, should be read in conjunction with the consolidated financial statements of Lazard Ltd and its subsidiaries (the “Company”) and the notes thereto.

The accompanying Lazard, Inc.

condensed financial statements (the “Parent Company Financial Statements”), including the notes thereto, should be read in conjunction with the consolidated financial statements of Lazard, Inc.

and its subsidiaries (the “Company”) and the notes thereto.

In connection with the Conversion, in 2024, Lazard, Inc.

retired $ 1,859,972 of borrowings from subsidiaries at par for no cash consideration which increased its investment in subsidiaries by an equivalent amount.

The Parent Company Financial Statements as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

5 unchanged sentences

February 24, 2025

Chief Executive Officer

Chief Executive Officer and Chairman of the Board of

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature Capacity Date

/s/ Kenneth M.

Jacobs Executive Chairman and Director February 23, 2024

Chief Executive Officer and Director

Chief Executive Officer and Chairman of the Board of

February 24, 2025

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Alper Director February 24, 2025

/s/ Stephen R.

Director February 24, 2025

/s/ Michelle Jarrard Director February 24, 2025

4 unchanged sentences

Mendillo Director February 24, 2025

/s/ Richard D.

Parsons Director February 23, 2024

/s/ Dan Schulman

Lead Independent Director

February 24, 2025

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-K

Item 9A. Controls and Procedures