What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-29 · 39 added, 41 removed, 123 unchanged (39% of the section changed)

14 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Reported Material Weaknesses

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, our management identified material weaknesses in our internal control over financial reporting as of December 31, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses we previously reported were as follows:

• We did not maintain an effective control environment.

Specifically, we did not maintain sufficient accounting resources commensurate with our structure and financial reporting requirements.

This material weakness contributed to the additional material weaknesses described below.

• We did not design and maintain effective controls to address the initial application of complex accounting standards and accounting of non-routine, unusual or complex events and transactions.

• We did not design and maintain effective controls over our financial statement close process.

Specifically, we did not design and maintain effective controls over the income tax provision and certain account analyses and account reconciliations.

Management, with the participation of the Audit Committee and the Board of Directors, began the implementation of certain remediation measures in 2022 and continued to develop remediation plans and implemented additional measures throughout 2023.

The actions we took to remediate the material weaknesses included the following:

• We hired several experienced accounting, financial reporting and internal control personnel and refined our key control roles and responsibilities;

• We provided additional internal control training programs to all accounting personnel;

• We designed and implemented controls to address the identification, accounting for, and review of non-routine, unusual or complex events and transactions and initial applications of complex accounting standards, including the continued engagement of external consultants to provide support and to assist us in our evaluation of such transactions;

• We designed and implemented relevant controls to enable effective and timely review of the income tax provision and certain account analyses and account reconciliations, including the identification of relevant supporting documentation, assessment of the reliability of reports and spreadsheets used, and retention of sufficient detailed evidence of review procedures performed.

Through testing of our internal controls completed during the quarter ended December 31, 2023, our management determined that the controls related to the remediation actions discussed above were effectively designed and operated effectively for a sufficient period of time to enable us to conclude that the material weaknesses have been remediated as of December 31, 2023.

Changes in Internal Control over Financial Reporting

Other than the remediation of the material weaknesses described above, there have been no changes in our internal control over financial reporting during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

Code of Ethics

We maintain a Code of Business Conduct and Ethics that applies to all employees, including all officers, and members of our board of directors.

2 unchanged sentences

To the extent that disclosure is required by rules adopted by the SEC and The Nasdaq Stock Market LLC, we intend to promptly disclose amendments to our Code of Business Conduct and Ethics, or waivers of such provisions granted to executive officers and directors, on our Investor Relations website.

Insider Trading Policy

We have an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and designated consultants.

It is the Company’s policy to comply with applicable laws and regulations when engaging in transactions in Company’s securities.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of The Nasdaq Stock Market LLC applicable to the Company.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

All other information required by this Item 10 is incorporated herein by reference from the information contained in our Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended December 31, 2024.

17 unchanged sentences

Number Description of Exhibit

Stock Purchase Agreement, dated February 10, 2025, by and among LegalZoom.com, Inc., Formation Nation Inc., Cort Christie, in his individual capacity for the purposes of certain sections thereof, and in his capacity as representative of the stockholders, and the stockholders of Formation Nation Inc.

included on the signature pages thereto ( incorporated by reference to Exhibit 2.

1 to the Company ’ s Current Report on Form 8-K filed with the SEC on February 10, 2025 ).

3.1 Amended and Restated Certificate of Incorporation of LegalZoom.com, Inc.

1 unchanged sentence

3.2 Amended and Restated Bylaws of LegalZoom.com, Inc.

(incorporated by reference to Exhibit 3.4 to Amendment No.

1 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021) .

(incorporated by reference to Exhibit 3.

1 to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2024 ) .

4.1 Form of LegalZoom.com, Inc.’s Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No.

9 unchanged sentences

1 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021) .

10.4+ Form of RSU Grant Notice (C-Team) ( incorporated by reference to Exhibit 1 0 .2 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023 ).

10.5+ Form of Option Grant Notice (C-Team) ( incorporated by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023 ).

10.4+ Form of C-Team RSU Grant Notice (2021 Equity Incentive Plan) ( incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023 ).

10.5+ Form of C-Team Option Grant Notice (2021 Equity Incentive Plan) ( incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023 ).

Form of 2025 C-Team PSU Grant Notice (2021 Equity Incentive Plan ).

Form of Indemnification Agreement, by and between LegalZoom.com, Inc.

and each of its directors and executive officers (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on June 4, 2021) .

and each of its directors and executive officers (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 4, 2021) .

Employment Agreement, by and between LegalZoom.com, Inc.

and Jeffrey Stibel, dated July 9, 2024 ( incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on July 10, 202 4 ).

Amended and Restated Employment Agreement, by and between LegalZoom.com, Inc.

6 unchanged sentences

1 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021) .

Number Description of Exhibit

Amendment to Employment Agreement, by and between LegalZoom.com, Inc.

5 unchanged sentences

and Shrisha Radhakrishna, dated October 26, 2021 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021) .

Number Description of Exhibit

Second Amendment to Employment Agreement, by and between LegalZoom.com, Inc.

8 unchanged sentences

and Nicole Miller dated June 16, 2021 ( incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023 ).

A mendment to Employment Agreement, by and between LegalZoom.com, Inc.

and Nicole Miller dated December 13, 2024.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022) .

4 unchanged sentences

Amendment No.

1, dated as of May 5, 2023, by and between LegalZoom.com, Inc., as borrower, the guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent, relating to the Amended and Restated Credit and Guaranty Agreement, dated as of July 2, 2021, among LegalZoom.com, Inc., the guarantors party thereto, the lenders and issuing lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent ( incorporated by reference to Exhibit 10.1 to the Company ’ s Quarter ly Report on Form 10-Q filed with the SEC on May 9, 2023 ).

10.22 Stock Purchase Agreement, dated September 5, 2023, between LegalZoom.com, Inc.

and LucasZoom, LLC ( incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 11, 2023 ).

10.23 Property Purchase Agreement and Escrow Instructions, dated October 11, 2023, by and among 9900 Spectrum LLC and Trinity Foundation RE Venture, LLC ( incorporated by reference to Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023 ).

1, dated as of May 5, 2023, by and between LegalZoom.com, Inc., as borrower, the guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent, relating to the Amended and Restated Credit and Guaranty Agreement, dated as of July 2, 2021, among LegalZoom.com, Inc., the guarantors party thereto, the lenders and issuing lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent ( incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023 ).

I nsider Trading Policy of LegalZoom.com, Inc.

Subsidiaries of LegalZoom.com, Inc.

4 unchanged sentences

97.1 LegalZoom.com, Inc.

Mandatory Clawback Policy.

Mandatory Clawback Policy ( incorporated by reference to Exhibit 97.1 to the Company ’ s Annual Report on Form 10-K filed with the SEC on February 29, 2024 ).

101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 were formatted in Inline XBRL:

10 unchanged sentences

LegalZoom.com, Inc.

/s/ Dan Wernikoff

Dan Wernikoff

/s/ Jeffrey Stibel

Jeffrey Stibel

Chief Executive Officer

1 unchanged sentence

Signature Title Date

/s/ Dan Wernikoff

/s/ Jeffrey Stibel

Chief Executive Officer and Director

February 26, 2025

Dan Wernikoff (Principal Executive Officer)

Jeffrey Stibel

(Principal Executive Officer)

/s/ Noel Watson

Chief Financial Officer

Chief Operating & Financial Officer

February 26, 2025

Noel Watson (Principal Financial and Accounting Officer)

Noel Watson (Principal Financial Officer)

/s/ Charles Thomas

Chief Accounting Officer

February 26, 2025

Charles Thomas

(Principal Accounting Officer )

/s/ Nathan Gooden

Director February 26, 2025

Nathan Gooden

/s/ Elizabeth Hamren

3 unchanged sentences

Director February 26, 2025

/s/ Jeffrey Stibel

Director February 29, 2024

Jeffrey Stibel

/s/ Neil Tolaney Director February 26, 2025

/s/ Christine Wang Director February 29, 2024

Christine Wang

/s/ Sivan Whiteley

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures