Lazard closes acquisition with new agreement

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).¹

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.² 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

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.³

Item 7.01. Regulation FD Disclosure.

On November 2, 2026, the Company issued a press release regarding the closing of the Acquisition.⁴ 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.⁵