SEC Form 4 · accession 0001628280-26-059145
Lazard, Inc. · LAZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Richard Orszag
Officer — CEO & Chairman · Director
Period of report
Aug 24, 2026
Accepted (ET)
Aug 26, 2026 · 8:51 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001311370
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 24, 2026 | M | 250,000 | — | A | 460,942 | D | |
| Common StockF2,F3 | Aug 24, 2026 | D | 75,000 | — | D | 385,942 | D | |
| Common StockF4,F5 | Aug 25, 2026 | S | 125,000 | $43.5203 | D | 260,942 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Price Profits Interest Participation RightsF6,F8,F9,F7,F1 | — | Aug 24, 2026 | M | 250,000 | D | — | — | Common Stock | 250,000 | 1,000,000 | D |
Explanation of responses
- F1Shares 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).
- F2Represents shares of Common Stock sold to the Company to cover estimated taxes arising from the exchange of SP-PIPRs referenced in Footnote (6).
- F3Represents 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).
- F4This 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.
- F5The 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.
- F6Represents 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.
- F7Each 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.
- F8Each 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.
- F9Of 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.