What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-05-01 compared with 2024-11-01 · 49 added, 8 removed, 135 unchanged (30% of the section changed)

Other Information

During the three months ended September 30, 2024, no directors or executive 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).

New Retention Agreements with Peter R.

Orszag, Alexandra Soto and Christian A.

Effective April 24, 2025, the Company entered into new retention agreements (the “Retention Agreements”) with Mr.

Orszag and Ms.

Soto (the “Named Executives”) relating to the continuation of employment in their respective roles with Lazard.

The Retention Agreements replace Mr.

Orszag’s and Ms.

Soto’s prior retention agreements with Lazard.

The Retention Agreements do not have fixed terms.

The Retention Agreements continue to provide for annual base salaries and eligibility for discretionary annual bonuses.

The Retention Agreement for Ms.

Soto decreases the cash severance multiple from 2.0 to 1.5.

The Retention Agreements also decrease (from two to one) the number of years of additional age and service credit under Lazard’s retiree healthcare benefit plans the Named Executive would receive upon a qualifying termination, and provide 12 months of continued health benefits.

The Named Executives continue to be subject to post-termination restrictive covenants, including perpetual confidentiality and non-disparagement covenants, and the Retention Agreements extend the period of the non-competition and non-solicitation covenants to nine months following termination, while providing for injunctive relief for three months following termination.

The foregoing summary of the Retention Agreements does not purport to be complete and is qualified in its entirety by the full text of each Retention Agreement, a copy of each of which is filed with this Form 10-Q.

The Company also entered into a similar retention agreement with Mr.

Weideman, effective April 24, 2025.

A copy of the retention agreement with Mr.

Weideman is filed with this Form 10-Q.

Securities Trading Plans of Directors and Executive Officers

On March 13, 2025 , 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 designated to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act.

The plan expires on September 15, 2026 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 226,003 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 March 31, 2025, 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.

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

16 unchanged sentences

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

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

38 unchanged sentences

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

10.13* Letter Agreement, dated November 22, 2024, by and between Kenneth M.

Jacobs and Lazard, Inc .

(incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.

001-32492) filed on February 24, 2025) .

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.

10 unchanged sentences

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

10.18* Letter Agreement regarding Terms of Continued Employment, dated as of April 24 , 2025, between Lazard, Inc.

10.19* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Group LLC and Ashish Bhutani (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

23 unchanged sentences

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

10.29* Letter Agreement regarding Terms of Continued Employment, dated as of April 24 , 2025, between Lazard, Inc.

and Alexandra Soto.

10.30* Letter Agreement regarding Terms of Continued Employment, dated as of April 2 4 , 2025, between Lazard, Inc.

and Christian A.

10.31* 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.

2 unchanged sentences

001-32492) filed on May 11, 2006) .

10.29 Second Amended and Restated Credit Agreement, dated as of June 6, 2023, among Lazard Group LLC, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.23 to the Registrant’s Quarterly Report (File No.

001-32492) on Form 10-Q filed on July 31, 2023).

10.33 Second Amended and Restated Credit Agreement, dated as of June 6, 2023, among Lazard Group LLC, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.23 to the Registrant’s Quarterly Report on Form 10-Q (File No.

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

10.34 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 (incorporated by reference to Exhibit 10.3 1 to the Registrant’s Annual Report on Form 10-K (File No.

001-32492) filed on February 24, 2025).

10.35* 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).

10.36* 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 Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-32492) filed on February 24, 2025) .

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 24, 2025).

31.1 Rule 13a-14(a) Certification of Peter R.

14 unchanged sentences

** Furnished herewith.

These exhibits shall not be deemed “filed” for purposes 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 filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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.

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.

November 1, 2024

April 30, 2025

/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