[8-K] Lazard, Inc. Reports Material Event

Rhea-AI Filing Summary

Lazard, Inc. filed an 8-K announcing two capital-markets actions dated 28 July 2025.

• New issuance: Subsidiary Lazard Group LLC intends to sell one or more tranches of senior unsecured notes from its shelf registration (S-3 No. 333-285808). The notes will be fully and unconditionally guaranteed by Lazard, Inc.
• Tender offer: Lazard Group simultaneously launched a cash tender offer for any and all of its outstanding 3.625% senior notes due 1 Mar 2027. The offer expires 5:00 p.m. ET on 1 Aug 2025, unless extended.
• Financing condition: Completion of the tender is conditional on raising sufficient proceeds from the new note issuance to cover the purchase price and related expenses.
• Estimated accounting impact: If all 2027 notes are repurchased, the company expects a ~$1.2 million gain on debt extinguishment.

No other financial results or guidance were disclosed. The moves represent routine balance-sheet management intended to refinance existing debt and optimize capital structure.

Positive

• Proactive liability management may extend maturities and potentially lower interest expense.
• Access to public markets demonstrates continued investor demand for Lazard Group credit.
• Transaction expected to generate a $1.2 mm gain on debt extinguishment (if fully subscribed).

Negative

• Lack of pricing and size details on the new notes limits visibility into actual cost savings.
• Net debt could increase if new issuance exceeds tendered principal.

Insights

Fixed-Income Analyst

TL;DR Routine refinancing; impact modest unless pricing of new notes materially lowers funding costs.

The 8-K outlines a standard liability-management transaction: issue new senior notes, then repurchase the 3.625% 2027s. The deal is contingent on securing proceeds, limiting execution risk. A projected $1.2 mm gain on extinguishment is immaterial versus Lazard’s scale, suggesting the transaction’s chief goal is maturity extension or rate optimization, details of which are not yet disclosed. Absent coupon information, the credit profile appears unchanged; guarantees by Lazard, Inc. maintain structural consistency. I view the filing as neutral for bondholders.

Equity Analyst

TL;DR Shareholder impact minimal; reflects proactive balance-sheet housekeeping.

From an equity perspective, the proposed issuance and tender offer should have negligible earnings dilution and only a small non-cash gain. Management continues to manage debt opportunistically, signalling adequate access to capital markets. However, without disclosure of the size, tenor or pricing of the new notes, it is impossible to assess potential interest-expense savings. Overall, the event does not alter the investment thesis.

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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 28, 2025

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 ☐

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. ☐

Item 8.01    Other Events.

On July 28, 2025, Lazard, Inc. issued a press release announcing the intention of its subsidiary Lazard Group LLC (“Lazard Group”) to offer one or more series of Lazard Group’s senior notes (the “Notes”) in a registered public offering pursuant to Lazard Group’s shelf registration statement on Form S-3 (Registration No. 333-285808). The Notes offered are expected to be fully and unconditionally guaranteed by Lazard, Inc. The July 28, 2025 press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 28, 2025, Lazard, Inc. issued a separate press release announcing that Lazard Group has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.625% Senior Notes due March 1, 2027 (the “2027 Notes”). The Tender Offer is subject to the conditions described in the offer to purchase and notice of guaranteed delivery delivered to the holders of the 2027 Notes on July 28, 2025, including the condition that Lazard Group has received, on terms satisfactory to it in its sole discretion, net proceeds from one or more offerings of senior unsecured notes after July 28, 2025 in an amount sufficient to fund (i) the purchase of all of its outstanding 2027 Notes accepted in the Tender Offer and (ii) all fees and expenses in connection with the Tender Offer. The Tender Offer will expire at 5:00 p.m., New York City time, on August 1, 2025 unless extended or terminated earlier by Lazard Group.

Assuming that all of the outstanding 2027 Notes are repurchased in the Tender Offer, Lazard Group estimates that it will incur a gain on debt extinguishment in connection with the Tender Offer of approximately $1.2 million. The July 28, 2025 press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release related to the Notes, dated July 28, 2025
99.2						Press Release related to the Tender Offer, dated July 28, 2025
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 Current 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 28, 2025

FAQ

What did Lazard (LAZ) announce in its 8-K dated July 28, 2025?

LAZ disclosed plans to issue new senior notes and launch a cash tender offer for its 3.625% notes due 2027.

When does the tender offer for the 3.625% 2027 notes expire?

The offer expires at 5:00 p.m. New York City time on August 1, 2025, unless extended.

Is the new note issuance guaranteed?

Yes. Lazard, Inc. will fully and unconditionally guarantee the new Lazard Group senior notes.

What accounting impact does Lazard expect from repurchasing the 2027 notes?

If all notes are repurchased, Lazard anticipates approximately a $1.2 million gain on debt extinguishment.

What condition must be met for the tender offer to close?

Lazard Group must first raise net proceeds from new senior notes sufficient to cover the tender payment and related expenses.