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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2026
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Lazard, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-32492 | 98-0437848 |
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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)
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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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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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 ☐
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. ☐
Introductory Note
On November 1, 2026 (the “Closing Date”), Lazard, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition (the “Acquisition”) of one hundred percent of the outstanding ownership interests of Campbell Lutyens Holdings Limited (“Campbell Lutyens”) pursuant to the Sale and Purchase Agreement, dated as of April 30, 2026 (as amended from time to time, the “Purchase Agreement”), by and among the Company and the sellers party thereto (the “Sellers”). In accordance with the Purchase Agreement, the consideration for the Acquisition consisted of (i) initial closing consideration (the “Initial Consideration”) consisting of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and cash, as described further below, (ii) deferred consideration of $115 million payable on the second anniversary of the Closing Date (the “Deferred Consideration”) and (iii) contingent earn-out consideration of up to $85 million based on agreed revenue-growth targets for the combined Campbell Lutyens business and the Company’s private capital advisory business over measurement periods through 2030 (subject to a potential extension) (the “Earn-Out Consideration”).
The Initial Consideration, portions of which are subject to lock-up arrangements of up to three years, consisted of (i) 9,651,777 shares of Common Stock (the “Initial Equity Consideration”) issued only to Sellers who were accredited investors within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), with the share count determined using a reference price of $46.50 per share as set forth in the Purchase Agreement, and (ii) approximately $93.2 million in cash, which amount represents (A) cash paid to the Sellers for cash, debt and working capital of the acquired business as of the Closing Date and (B) cash paid in lieu of Common Stock to Sellers who were not accredited investors. The cash portion of the Initial Consideration is subject to customary post-closing adjustments.
At the Company’s election and subject to the terms of the Purchase Agreement, the Deferred Consideration and any Earn-Out Consideration may be settled in shares of Common Stock, loan notes or a combination thereof. Sellers that are not accredited investors within the meaning of Rule 501 under the Securities Act, or who otherwise cannot receive Common Stock or loan notes in compliance with any other applicable securities laws, will receive cash in lieu of such securities. The aggregate number of shares of Common Stock issuable under the Purchase Agreement is subject to a 19.99% issuance cap, determined in accordance with applicable NYSE rules. To the extent the value otherwise payable in shares of Common Stock would exceed such cap, the excess will be settled in cash or loan notes, in each case subject to the terms of the Purchase Agreement.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K, and the SPA Deed of Amendment and Agreement, which is filed as Exhibit 2.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 1.01. Entry into a Material Definitive Agreement.
At the closing of the Acquisition, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers’ Representatives named therein and certain Sellers, which provides those Sellers and their permitted transferees that become parties thereto (collectively, the “Holders”) with certain registration rights relating to the shares of Common Stock issued as Initial Equity Consideration (the “Initial Consideration Shares”) and any shares of Common Stock issued in respect of the Deferred Consideration or Earn-Out Consideration (the “Deferred Consideration Shares” and “Earn-Out Consideration Shares,” respectively).
Pursuant to the Registration Rights Agreement, the Company will use reasonable best efforts to file a shelf registration statement, or an amendment or supplement to an existing registration statement, covering the resale of the Initial Consideration Shares as soon as reasonably practicable following the Closing Date. The Company is also required to file a prospectus supplement or, if necessary, a post-effective amendment or new registration statement covering subsequently issued Deferred Consideration Shares or Earn-Out Consideration Shares as soon as practicable and no later than 30 calendar days after issuance. Subject to specified limitations, the Company will use
reasonable best efforts to obtain and maintain effective and usable resale registration for the periods specified in the agreement.
Holders may effect shelf takedowns of their registrable shares when the shelf registration statement is effective and usable, subject to applicable restrictions. Holders may also request shelf underwritten offerings, including block trades, of shares not subject to a lock-up period if the requesting Holders reasonably expect aggregate gross proceeds in excess of $80 million. The Company is not obligated to effect more than four shelf underwritten offerings in total or more than one in any 120-calendar-day period.
The Registration Rights Agreement also provides the Holders with piggyback registration rights to participate in shelf underwritten offerings, other than block trades, requested by other Holders with respect to shares not subject to lock-up or other contractual transfer restrictions. These rights do not apply to other registered or underwritten offerings by the Company or any other person.
The registration rights granted in the Registration Rights Agreement are subject to customary restrictions such as blackout periods under the Company’s insider trading policy, limitations on the number of shares to be included in any underwritten offering imposed by the managing underwriter, contractual transfer restrictions and priority for requesting Holders over piggyback participants. In addition, the Company may delay registration filings or effectiveness or shelf underwritten offerings, or suspend use of a prospectus, in certain circumstances.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Pursuant to the terms and conditions of the Purchase Agreement, the Initial Equity Consideration was, and the issuances of Common Stock in respect of the Deferred Consideration and any Earn-Out Consideration will be, issued to certain of the Sellers who are accredited investors within the meaning of Rule 501 under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, as transactions not involving a public offering.
Item 7.01. Regulation FD Disclosure.
On November 2, 2026, the Company issued a press release regarding the closing of the Acquisition. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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
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Exhibit No. | Description |
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2.1* | Sale and Purchase Agreement, dated as of April 30, 2026, by and among Lazard, Inc. and the sellers party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 1, 2026) |
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2.2* | SPA Deed of Amendment and Agreement, dated as of October 29, 2026, by and among Lazard, Inc. and the Sellers’ Representatives named therein |
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4.1* | Registration Rights Agreement, dated as of November 1, 2026, by and among Lazard, Inc., the Sellers’ Representatives named therein and the selling stockholders party thereto |
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| 99.1 | Press Release issued November 2, 2026 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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*Certain schedules (and similar attachments) to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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| LAZARD, INC. (Registrant) |
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| By: | /s/ Shari L. Soloway |
| Name: | Shari L. Soloway |
| Title: | Deputy General Counsel, Chief Corporate Counsel & Corporate Secretary |
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| Dated: November 2, 2026 | | |
Lazard Completes Its Acquisition of Campbell Lutyens and Launches Lazard CL, the Global Leader for the Next Era of Private Capital
NEW YORK and LONDON, November 2, 2026 – Lazard, Inc. (NYSE: LAZ) today announced the completion of the firm’s acquisition of Campbell Lutyens and the launch of Lazard CL, the global leader in private capital advisory. The transaction, announced on April 30, 2026, brings together top-tier bankers and worldwide operations across Lazard’s private capital advisory and the Campbell Lutyens businesses. The establishment of Lazard CL marks a milestone in the Lazard 2030 strategy to deliver long-term, profitable growth, expanding the solutions provided to clients and further diversifying the firm’s revenue.
Peter Orszag, CEO and Chairman of Lazard: “We are thrilled to launch our third global business, Lazard CL. By pairing leading global positions in primary fundraising and secondary advisory with our world-class M&A, capital markets, and restructuring expertise, we are deepening the connectivity between our advisory businesses and strengthening our reach across both the largest strategic transactions and private capital activity. Campbell Lutyens is an exceptional firm with outstanding talent and a culture much like ours—commercial, collegial, and committed to clients—and I am delighted to welcome the team to Lazard.”
Lazard CL brings together highly complementary platforms with a long history of delivering results for clients. With more than 300 advisory professionals and 19 offices worldwide, Lazard CL represents collectively advising on more than $1 trillion of primary capital raised and secondary transaction volume across approximately 1,300 mandates over the past four decades. As fundraising becomes more competitive and liquidity solutions more complex, institutional investors, financial sponsors, and their portfolio companies need independent, differentiated advice across the full private capital lifecycle—and Lazard
CL’s global distribution network, deep expertise, and track record of execution make it well positioned to meet that need.
•One Platform, Multiple Solutions: The full range of fund placement, primary fundraising, secondary advisory, and GP capital advisory services to financial sponsors, institutional investors, and other active market participants across the private capital lifecycle, from capital formation to liquidity to strategic alternatives. Lazard CL extends global distribution capabilities to connect approximately 4,000 institutional investors to both compelling investment opportunities and liquidity solutions through a dedicated team of more than 60 LP distribution professionals.
•Deep Asset Class and Transaction Experience: Specialized expertise across all major asset classes—private equity, private credit, infrastructure, and real estate—and across every major capital center, including North America, Europe, the Middle East, and Asia-Pacific.
•A Differentiated Data Advantage: Proprietary datasets built over the last 15 years, currently referencing approximately 100,000 investor sentiment data points and approximately 20,000 fund pricing data points. Paired with Lazard’s leading AI capabilities, these inform sharper benchmarking, positioning, and investor targeting for clients.
•Independent Advice: A dedicated business, purpose-built for private capital clients. Backed by the strength of Lazard’s global brand and infrastructure while operating autonomously, Lazard CL delivers independent, objective, and discreet counsel at every stage of the private capital cycle, from initial fundraising to GP capital advisory.
Gordon Bajnai, Co-CEO of Lazard CL: “Today, Lazard CL opens its doors as the largest integrated platform in private capital advisory anywhere in the world. Campbell Lutyens spent 38 years building an independent, entrepreneurial franchise rooted in a client-first mentality, and that same spirit now carries forward into our new business. Along with
Lazard's strength across Financial Advisory, Lazard CL gives our clients a global scale and reach that few in the industry can match.”
Holcombe Green, Co-CEO of Lazard CL: "Lazard CL represents the next stage of everything we've built in private capital advisory at Lazard over the past five years—a period in which our business has more than doubled its revenue and expanded its footprint globally. This transaction augments our standout capabilities in private equity and real estate with category leadership in infrastructure and private credit, bringing the expertise of our teams together to create the most comprehensive business in the private capital advisory space.”
As shared at the time of the acquisition announcement on April 30, 2026, the upfront consideration at transaction close was paid primarily in the form of Lazard stock with portions subject to lock-up arrangements of up to three years, strengthening Lazard’s balance sheet and aligning the combined team with the firm’s long-term performance. As shared on Lazard’s third quarter and first nine months of 2026 earnings call, the Campbell Lutyens business is performing ahead of the assumptions that supported the acquisition. Lazard continues to anticipate that Lazard CL will generate approximately $500 million of estimated combined revenue and be accretive to earnings in 2027 before accounting for revenue or expense synergies. Please visit Lazard.com for additional information.
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About Lazard
Founded in 1848, Lazard is the preeminent financial advisory, private capital advisory, and asset management firm, with operations in across 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. Lazard also advises private markets sponsors and investors on primary fundraising, secondary transactions, and GP capital solutions, and provides 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.
Lazard CL, a subsidiary of Lazard, Inc. (NYSE: LAZ), provides dedicated primary fundraising, secondary advisory, and GP capital advisory services in private equity, private credit, infrastructure, and real estate markets across the Americas, Europe, the Middle East, and Asia Pacific. For more information, please visit LazardCL.com and follow LazardCL on LinkedIn.
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| Media Contact | Investor Contact |
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| Shannon Houston, +1 212-632-6880 | William Murdock, +1 212-632-1564 |
| Shannon.Houston@lazard.com | William.Murdock@lazard.com |
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” "pipeline," or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, include statements regarding Lazard CL’s estimated combined revenue and the expected accretion of the acquisition of Campbell Lutyens to earnings in 2027; the anticipated benefits and future performance of Lazard CL, including growth opportunities, connectivity across our businesses and benefits to clients; and our Lazard 2030 strategy to deliver long-term, profitable growth.
These forward-looking statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of
activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.
These factors include, but are not limited to, those discussed in our Annual Report on Form 10-K under Item 1A “Risk Factors,” and also discussed from time to time in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including the following:
•The possibility that anticipated benefits of the acquisition of Campbell Lutyens may not be realized when expected or at all;
•Difficulties, delays or higher than expected costs in integrating Campbell Lutyens’ business, operations and personnel;
•Adverse general economic conditions or adverse conditions in global or regional financial markets;
•Changes in international trade policies and practices including the implementation of tariffs, proposed further tariffs, and responses from other jurisdictions, the risk of potential government shutdowns, and the economic impacts, volatility and uncertainty resulting therefrom;
•A decline in our revenues, for example due to a decline in overall mergers and acquisitions (M&A) activity, fundraising or secondaries activity, our share of those markets or our assets under management (AUM);
•Losses caused by financial or other problems experienced by third parties;
•Losses due to unidentified or unanticipated risks;
•A lack of liquidity, i.e., ready access to funds, for use in our businesses;
•Competitive pressure on our businesses and on our ability to retain and attract employees at current compensation levels; and
•Changes in relevant tax laws, regulations or treaties or an adverse interpretation of those items
These risks and uncertainties are not exhaustive. Our SEC reports describe additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
As a result, there can be no assurance that the forward-looking statements included in this release will prove to be accurate or correct. Although we believe the statements reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance,
achievements or events. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this release to conform our prior statements to actual results or revised expectations and we do not intend to do so.
Lazard, Inc. is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, Lazard and its operating companies use their websites, and other social media sites to convey information about their businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates of assets under management in various mutual funds, hedge funds and other investment products managed by Lazard Asset Management LLC and Lazard Frères Gestion SAS. Investors can link to Lazard and its operating company websites through www.lazard.com.
