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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-26 · 20 added, 29 removed, 133 unchanged (27% of the section changed)

7 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, our management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, or GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

3 unchanged sentences

Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.

Management excluded Formation Nation from its assessment over internal control over financial reporting as it was acquired in a business combination on February 10, 2025.

The assets and revenue of Formation Nation excluded from the assessment represent less than 1 percent of total assets and approximately 7 percent of total revenues as of and for the year ended December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 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.

2 unchanged sentences

Other Information

Rule 10b5-1 Trading Arrangements

On November 9, 2025 , Nicole Miller , our Chief Legal Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale of up to an aggregate of 89,461 shares of the Company’s common stock.

The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the RSUs subject to the trading plan and is not determinable at this time.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The expiration of the trading arrangement is May 29, 2026 , or earlier if all transactions under the trading arrangement are completed.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

31 unchanged sentences

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 ).

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.

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

(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.

11 unchanged sentences

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 2025 C-Team PSU Grant Notice (2021 Equity Incentive Plan) ( incorporated by reference to Ex hibit 1 0.

6 to the Company ’ s Annua l Report on Form 10 -K filed with the SEC on February 26, 2025 ).

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

3 unchanged sentences

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

and Dan Wernikoff, dated June 16, 2021 (incorporated by reference to Exhibit 10.5 of Amendment No.

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

Amendment to Employment Agreement, by and between LegalZoom Inc.

and Dan Wernikoff dated April 21, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022) .

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

Watson, dated June 16, 2021 (incorporated by reference to Exhibit 10.7 of Amendment No.

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.

and Noel Watson dated March 12, 2022 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022) .

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

and Shrisha Radhakrishna, dated June 16, 2021 ( incorporated by reference to Exhibit 10.6 of Amendment No.

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

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

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) .

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

and Shrisha Radhakrishna, dated March 11, 2022 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022) .

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

and Rich Preece dated June 16, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022) .

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

and Rich Preece dated October 27, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022) .

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

and Rich Preece dated March 12, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022) .

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

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.

Number Description of Exhibit

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

and Nicole Miller dated December 13, 2024 ( incorporated by reference to Exhibit 10.

17 to the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025 ).

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) .

5 unchanged sentences

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.

Amendment No.

2, dated as of July 14, 2025, by and among LegalZoom.com, Inc., as borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, 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 Current Report on Form 8-K filed with the SEC on July 17, 2025 ).

Insider Trading Policy of LegalZoom.com, Inc .

Subsidiaries of LegalZoom.com, Inc.

4 unchanged sentences

97.1 LegalZoom.com, Inc.

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 ).

Mandatory Clawback Policy (i ncorporated 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, 2025 were formatted in Inline XBRL:

42 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