08/26/2026 | Press release | Distributed by Public on 08/26/2026 18:51
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Price Profits Interest Participation Rights(6) | (7) | 08/24/2026 | M | 250,000 | (1) | (1) | Common Stock | 250,000 | (8) | 1,000,000(9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Orszag Peter Richard C/O LAZARD, INC. 30 ROCKEFELLER PLAZA NEW YORK, NY 10112 |
X | CEO & Chairman | ||
| /s/ Peter R. Orszag by Shari L. Soloway under a P of A | 08/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares of Common Stock were acquired upon the exchange of the Stock Price Profits Interest Participation Rights ("SP-PIPRs", previously referred to as Stock Price Performance-based Restricted Participation Units) referenced in Footnote (6). |
| (2) | Represents shares of Common Stock sold to the Company to cover estimated taxes arising from the exchange of SP-PIPRs referenced in Footnote (6). |
| (3) | Represents the average of the high and low price of Common Stock on the New York Stock Exchange on the date of the exchange of the SP-PIPRs referenced in Footnote (6). |
| (4) | This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025. Sales of shares pursuant to the plan are intended to cover estimated taxes and other personal expenditures. |
| (5) | The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on August 25, 2026 in trades with average execution prices ranging from $43.14 to $43.93 inclusive. The Reporting Person undertakes to provide the issuer, any security holder of the issuer or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the price ranges set forth in this report. |
| (6) | Represents a prior grant of SP-PIPRs awarded in 2023 for which service and other conditions have been satisfied. The grant was previously reflected in the Company's annual report for the relevant year. |
| (7) | Each SP-PIPR (the service and other conditions of which have been satisfied) represents an interest in Lazard Group LLC that may be exchanged for one share of Common Stock. |
| (8) | Each SP-PIPR represents an interest in Lazard Group LLC that has satisfied its service and other conditions and may be exchanged for one share of Common Stock. |
| (9) | Of these SP-PIPRs, 500,000 are scheduled to vest on or around August 23, 2028, subject to continued service through that date, and 500,000 are scheduled to vest on or around August 23, 2030, subject to the achievement of a stock price milestone and continued service through that date. These SP-PIPRs were previously reported on the Reporting Person's Form 4 filed on February 26, 2024 as Stock Price Performance-based Restricted Participation Units, which reflected the prior grant of such awards in 2023. |