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Lazard (NYSE: LAZ) CEO sells 125K shares, still holds 1M SP-PIPRs

(Very High)
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Lazard, Inc. (LAZ) reported that CEO & Chairman Peter Richard Orszag executed a series of equity transactions involving Common Stock and derivative awards. On August 24, 2026, he exercised 250,000 Stock Price Profits Interest Participation Rights (SP-PIPRs), receiving 250,000 shares of Common Stock, and disposed of 75,000 shares back to the company to cover estimated taxes from that exchange. On August 25, 2026, he sold 125,000 shares of Common Stock at a weighted average price of $43.5203 per share under a Rule 10b5-1 trading plan adopted on March 13, 2025, with sales intended to cover estimated taxes and other personal expenditures. Following the derivative exercise, 1,000,000 SP-PIPRs remain outstanding, including 500,000 scheduled to vest on or around August 23, 2028, and 500,000 scheduled to vest on or around August 23, 2030, subject to continued service and, for the latter, a stock price milestone.

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Insider Orszag Peter Richard
Role CEO & Chairman
Sold 125,000 shs ($5.44M)
Approx. gross sale proceeds $5.44M
Type Security Shares Price Value
Sale Common Stock F4, F5 125,000 $43.5203 $5.44M
Exercise Stock Price Profits Interest Participation Rights F6, F7, F8, F1, F9 250,000 -- --
Exercise Common Stock F1 250,000 -- --
Disposition Common Stock F2, F3 75,000 -- --
Holdings After Transaction: Stock Price Profits Interest Participation Rights — 1,000,000 shares (Direct); Common Stock — 260,942 shares (Direct)
Footnotes (9)
  1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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. F7. 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. F8. 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. F9. 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.
Common Stock sold 125,000 shares Sale on August 25, 2026 by CEO & Chairman Peter Richard Orszag
Sale weighted average price $43.5203 per share Weighted average price for 125,000-share sale on August 25, 2026
Sale price range $43.14–$43.93 per share Execution price range for August 25, 2026 Common Stock sales
SP-PIPRs exercised 250,000 SP-PIPRs exchanged for 250,000 shares of Common Stock on August 24, 2026
Shares disposed to issuer 75,000 shares Common Stock disposed to Lazard to cover estimated taxes from SP-PIPR exchange
SP-PIPRs remaining 1,000,000 SP-PIPRs outstanding after the reported exercise transaction
SP-PIPRs vesting 2028 500,000 Scheduled to vest on or around August 23, 2028, subject to continued service
SP-PIPRs vesting 2030 500,000 Scheduled to vest on or around August 23, 2030, subject to stock price milestone and continued service
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Stock Price Profits Interest Participation Rights financial
"Represents a prior grant of SP-PIPRs awarded in 2023 for which"
weighted average price financial
"The price reported in Column 4 is the weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
stock price milestone financial
"subject to the achievement of a stock price milestone and continued service"
disposition to issuer financial
"transaction_code_description: "Disposition to issuer""

FAQ

What did LAZ CEO Peter Orszag sell in this Form 4 filing?

Peter Richard Orszag reported selling 125,000 shares of Lazard, Inc. Common Stock on August 25, 2026 at a weighted average price of $43.5203 per share. The sales were executed under a Rule 10b5-1 trading plan adopted on March 13, 2025.

What derivative awards did the LAZ CEO exercise in this Form 4?

On August 24, 2026, Orszag exercised 250,000 Stock Price Profits Interest Participation Rights (SP-PIPRs), each exchangeable for one share of Lazard Common Stock. This exercise resulted in the acquisition of 250,000 Common shares.

Were any LAZ shares surrendered to the company for taxes?

Yes. Orszag disposed of 75,000 shares of Lazard Common Stock to the company on August 24, 2026. Footnotes state these shares were sold to the company to cover estimated taxes arising from the SP-PIPR exchange, using the average of that day’s NYSE high and low prices.

Is the LAZ CEO’s sale part of a pre-arranged trading plan?

Yes. The Form 4 indicates the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Orszag on March 13, 2025. Footnotes state that sales under the plan are intended to cover estimated taxes and other personal expenditures.

How many Lazard SP-PIPRs does the CEO still hold and when do they vest?

After the reported exercise, Orszag has 1,000,000 SP-PIPRs outstanding: 500,000 scheduled to vest on or around August 23, 2028 (subject to continued service) and 500,000 scheduled to vest on or around August 23, 2030, subject to a stock price milestone and continued service.

What price range did LAZ shares trade in for the reported sale?

For the August 25, 2026 sale of 125,000 shares, the Form 4 reports a weighted average price of $43.5203 per share. Footnotes state the trades were executed at prices ranging from $43.14 to $43.93 inclusive.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Orszag Peter Richard

(Last)(First)(Middle)
C/O LAZARD, INC.
30 ROCKEFELLER PLAZA

(Street)
NEW YORK NEW YORK 10112

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Lazard, Inc. [ LAZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/24/2026M250,000A(1)460,942D
Common Stock08/24/2026D75,000(2)D(3)385,942D
Common Stock08/25/2026S125,000(4)D$43.5203(5)260,942D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Price Profits Interest Participation Rights(6)(7)08/24/2026M250,000 (1) (1)Common Stock250,000(8)1,000,000(9)D
Explanation of Responses:
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.
Remarks:
/s/ Peter R. Orszag by Shari L. Soloway under a P of A08/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)