Form 8-K

8-K — Lazard, Inc.

Accession: 0001628280-26-047432

Filed: 2026-07-07

Period: 2026-07-02

CIK: 0001311370

SIC: 6282 (INVESTMENT ADVICE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — laz-20260702.htm (Primary)

EX-99.1 (lazardappointskathyelsesse.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2026

________________________________________________

Lazard, Inc.

(Exact name of registrant as specified in its charter)

________________________________________________

Delaware 001-32492 98-0437848

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

30 Rockefeller Plaza

New York, New York

10112

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-632-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01 per share LAZ New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Andrew M. Alper from the Board of Directors

On July 7, 2026, Andrew M. Alper, a member of the Board of Directors (the “Board”), Chair of the Compensation Committee of the Board (the “Compensation Committee”) and a member of the Audit Committee of the Board, notified Lazard, Inc. (the “Company”) of his decision to retire from the Board, including all committees on which he serves, effective today. Mr. Alper’s decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Kathy Elsesser to the Board of Directors and as a member of the Compensation Committee of the Board of Directors

On July 2, 2026, the Board elected Kathy Elsesser to join the Board, effective July 7, 2026. Ms. Elsesser was appointed to serve on the Compensation Committee, also effective July 7, 2026, and will serve as Chair of the Compensation Committee upon Mr. Alper’s retirement from the Board. Ms. Elsesser will receive compensation pursuant to the Company’s directors’ compensation program for non-employee directors, the terms of which are described in Item 1 of the Company’s definitive proxy statement on Schedule 14A filed on April 7, 2026 and are incorporated herein by reference.

There are no arrangements or understandings with any person pursuant to which Ms. Elsesser was appointed to serve as a director of the Company. Ms. Elsesser has no family relationship with any director or executive officer of the Company, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Ms. Elsesser to the Board and appointment to the Compensation Committee of the Board described under Item 5.02 above is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release issued July 7, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

LAZARD, INC.

(Registrant)

By: /s/ Shari Soloway

Name: Shari Soloway

Title: Corporate Secretary

Dated: July 7, 2026

EX-99.1

Filename: lazardappointskathyelsesse.htm · Sequence: 2

Document

LAZARD APPOINTS KATHY ELSESSER TO ITS BOARD OF DIRECTORS

Strengthens leadership as Lazard builds on expanding momentum in its Financial Advisory business

Reflects ongoing succession planning with appreciation for Andrew M. Alper's service

NEW YORK, July 7, 2026 – Lazard, Inc. (NYSE: LAZ) today announced that Kathy Elsesser has been appointed to its Board of Directors, effective today. Ms. Elsesser, who also serves on TPG’s Board of Directors, is a retired Partner and former Global Chair of the Consumer Retail and Healthcare Groups in the Investment Banking Division of Goldman Sachs. Ms. Elsesser succeeds Andrew M. Alper, who has retired from Lazard’s Board after more than 13 years of distinguished service.

“We are thrilled to welcome Kathy to our Board as we build on the expanding momentum in our Financial Advisory business and execute our Lazard 2030 strategy. Kathy’s expertise as a trusted advisor to many of the world's leading companies will be instrumental as Lazard continues to evolve for future growth,” said Peter R. Orszag, CEO and Chairman. “I also want to thank Andy for his leadership and steady counsel over more than a decade. Andy’s distinguished service and Kathy's appointment demonstrate the caliber of talent Lazard continues to attract.”

“Clients value expertise that considers the broader economic and geopolitical landscape and draws on a wide array of public and private capital solutions, and Lazard is uniquely positioned to deliver that,” said Ms. Elsesser. “The firm has made remarkable progress under Peter’s leadership, building on its legacy while transforming for future growth, and I am honored to join the Board and help advance Lazard’s long-term strategy during this pivotal time.”

Ms. Elsesser retired from the Goldman Sachs Partnership in 2023, where she spent more than three decades advising chief executives, founders, entrepreneurs, and corporate boards on complex strategic transactions, and continued as a Senior Advisor to the firm through January 2025. Ms. Elsesser has taken on governance and advisory roles across the corporate and nonprofit sectors. In January 2025, she was appointed to the Board of Directors of TPG Inc., the global alternative asset management firm. She is also a member of the Board of Trustees and Audit Chair of Sesame Workshop. Ms. Elsesser received a Bachelor of Arts from Boston College and an MBA from the Kellogg School of Management at Northwestern University.

“Kathy brings decades of investment banking and finance expertise that further strengthens our Board and its governance,” said Dan Schulman, Lead Independent Director of Lazard’s Board. “Her global experience advising boards and executives on strategic transactions brings a perspective that will be valuable in guiding Lazard’s continued evolution. On behalf of the Board, we are grateful for Andy's longstanding service, and we welcome Kathy to Lazard.”

“It has been a privilege to serve on Lazard’s Board of Directors as the firm has navigated a rapidly evolving industry with integrity and purpose,” said Mr. Alper. “I have full confidence in the firm’s commitment to achieving its future ambitions, and I am delighted that Kathy is joining to help guide the path ahead.”

About Lazard

Founded in 1848, Lazard is the preeminent financial advisory and asset management firm, with operations in North and South America, Europe, the Middle East, Asia, and Australia. Lazard provides advice on mergers and acquisitions, capital markets and capital solutions, restructuring and liability management, geopolitics, and other strategic matters, as well as asset management and investment solutions to institutions, corporations, governments, partnerships, family offices, and high net worth individuals. Lazard is listed on the New York Stock Exchange as Lazard, Inc. under the ticker LAZ. For more information, please visit Lazard.com and follow Lazard on LinkedIn.

###

Media Contacts Investor Contact

Shannon Houston, +1 212-632-6880 William Murdock, +1 212-632-1564

shannon.houston@lazard.com

William.Murdock@lazard.com

Jessica Francisco, +1 212-632-6571

jessica.francisco@lazard.com

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