DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Check the appropriate box:

☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

LegalZoom.com, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

Letter From Our CEO

Fellow Stockholders,

Twenty-five years ago, LegalZoom was founded on a promise to democratize legal services by leveraging technology. We delivered on that promise. Today we are the #1 online legal services company in the United States. Millions of entrepreneurs, families and small businesses have put their trust in us to protect their aspirations, their livelihoods and their legacies.

Today, we are making another promise. We plan to leverage artificial intelligence to deliver more valuable service than ever. AI is rewriting the rules of every industry it touches, and legal services will be no exception. While some question how AI will reshape companies like LegalZoom, I see it as a transformative opportunity and I’m excited to share why. But first, let me reflect on 2025, which was a pivotal year for this company and has set the stage for our next chapter.

A Year of Change and Momentum

When I took on the role of CEO in July 2024, I set three strategic priorities: strengthen our subscription foundation, sharpen our go-to-market strategy, and leverage AI alongside human expertise to lead in an AI-driven world. In 2025, we executed on all three, and the results speak for themselves.

In 2025, we delivered revenue of $756 million, representing growth of 11%, led by a subscription revenue increase of 13%. We achieved full-year net income of $15 million, reflecting a 2% margin, and Adjusted EBITDA¹ of $172 million, reflecting a margin¹ of 23%. We generated record operating cash flow of $178 million, up 31% year-over-year, and record free cash flow¹ of $148 million, up 48%. We returned approximately $80 million to stockholders through share repurchases.

Operationally, we expanded AI-enabled capabilities across our platform, launched higher-value subscription services to serve more established businesses, refined our brand around premium service and acquired Formation Nation, broadening our customer reach across price points.

These results reflect a business model and strategy that is working, one that generates durable, recurring revenue and converts it into substantial free cash flow. That financial engine gives us the flexibility to invest in the future while returning value to stockholders today.

A New Era

I believe the legal industry’s future belongs to platforms that combine the speed and accessibility of AI with the expertise, accountability, and reliability of human experts.

That is exactly the model we’ve been building for twenty-five years.

Legal services solve problems, ensure compliance, and provide trust and accountability. When someone starts a business, they’re not just filing paperwork. They’re making decisions that will define their personal liability, tax obligations, ability to raise capital and protection of intellectual property. Preparing the form is the easy part. Making the right decision is what really matters. When it comes to legal, good enough is not good.

This is where AI hype collides with reality. AI can generate a document in seconds. But it cannot stand behind that document. It cannot share advice under privilege. It cannot be held accountable when something goes wrong.

LegalZoom can. And we do.

Our AI Strategy: Automate the Routine. Experts Where It Matters.

Our approach to AI is simple. We automate what can be automated and invest in the places where expertise makes the difference.

On the automation side, we are deploying AI across our operations to improve productivity, accelerate product development and deliver services more efficiently. AI is making us faster and lowering our cost to serve—benefits we intend to reinvest into enhancing our product experience and capture on the bottom line.

On the expertise side, we are doing something that most AI-native startups cannot: we are pairing technology with a network of licensed independent attorneys, compliance managers, tax consultants and business advisors who work directly with our customers. This “human-in-the-loop” model gives us something that I believe no pure-technology solution can offer: the ability to handle complexity, exercise judgment, and accept responsibility.

We are also positioning ourselves where AI-driven discovery is happening. We recently announced collaborations with Perplexity, OpenAI and Anthropic, embedding our formation and legal services directly within their platforms. As entrepreneurs increasingly begin their journey through AI-powered search and discovery tools, LegalZoom will be present wherever those journeys begin. We intend to be the destination that AI recommends—because we’ve earned it.

And here is a point worth underscoring: AI is making our services more relevant, not less. AI tools make it easier for anyone to start a business. We believe AI is expanding our addressable market even as it reshapes how customers find us. We believe more businesses will be started. And every one of those businesses will eventually need compliance support, registered agent services, legal advice and ongoing operational help that goes beyond what a chatbot or agent can provide. LegalZoom will be best positioned to serve them.

From Formation to Full Lifecycle

For most of our history, LegalZoom has been known as the place you go to start a business. But our future extends far beyond formation.

There are tens of millions of existing small businesses in the United States alone that need ongoing legal and compliance support. Many of them are underserved. We are building an ecosystem that supports entrepreneurs throughout the lifecycle of their businesses, and we are seeing strong early results.

We are increasingly focused on acquiring and serving higher-value customers. Businesses that invest more in formation and ongoing compliance tend to stay with us longer and engage more deeply with our platform. By moving upmarket with more comprehensive subscription and concierge offerings, we are building stronger relationships and increasing lifetime value.

This shift is both strategic and financial. Higher-value customers drive better unit economics, more predictable revenue and deeper engagement. They are also the customers who need us most because as a business grows, its legal and compliance needs become exponentially more complex.

Capital Allocation

Our strong balance sheet gives us flexibility to invest in growth while maintaining discipline. Our priorities remain consistent: invest in the highest-return growth opportunities, evaluate strategic acquisitions that accelerate our strategy and where we can leverage our AI prowess, and return excess capital to stockholders.

As a reflection of our confidence in the path ahead, in February 2026, our Board of Directors approved a $100 million increase to our existing share repurchase authorization. We believe our shares represent a compelling investment, and we have historically been aggressive buyers of our own stock.

Looking Ahead

In 2026, we expect continued momentum across the business, driven by higher-value offerings, ongoing brand investments, strategic partnerships and deeper product and AI adoption. We also expect to drive further EBITDA margin expansion as we scale these initiatives and leverage AI-driven efficiencies across the organization.

But I want to close with something bigger than a financial outlook.

Twenty-five years ago, the conventional wisdom was that legal services would always require expensive professionals in expensive offices. LegalZoom proved that wrong. We democratized access to legal services for millions of Americans who had been priced out of the system.

Technology, alongside trust, expertise and accountability will be how we continue to operate an enduring business.

As technology reshapes what is possible, the need for trusted legal guidance has only grown, and this is exactly where we excel. By combining the power of AI with the human judgment that the law demands, we’ve created a model that we believe is both proven and increasingly essential. That is not a position we stumbled into. It is one we have been building, customer by customer, for a quarter century. Looking ahead, we see significant opportunity to expand that role and serve even more customers with greater impact.

With deep gratitude and strong conviction,

LOGO

Jeff Stibel

Chair of the Board and Chief Executive Officer

¹Adjusted EBITDA, Adjusted EBITDA margin and free cash flow are non-GAAP measures. See Appendix A for definitions of these measures and reconciliations to the most directly comparable measure computed in accordance with GAAP.

LOGO

Notice of Annual Meeting of Stockholders

LOGO

DATE AND TIME:

Wednesday, June 3, 2026

9:00 a.m., Pacific Time

LOGO

LOCATION:

www.proxydocs.com/LZ

LOGO

RECORD DATE:

Thursday, April 9, 2026

To Our Stockholders:

We are pleased to invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of LegalZoom.com, Inc. on Wednesday, June 3, 2026 at 9:00 a.m., Pacific Time, online via live audio webcast by visiting www.proxydocs.com/LZ. There is no physical location for the Annual Meeting.

Items of Business

At the Annual Meeting, stockholders will vote on the following matters:

To elect the one director nominee named in the proxy statement as a Class II director of the Company to serve for a three-year term and until her successor has been duly elected and qualified, or until her earlier death, resignation, removal, retirement or disqualification (Proposal 1);

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (Proposal 2);

To conduct an advisory vote on the compensation of the Company’s named executive officers (Proposal 3); and

To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

Record Date

Only stockholders as of the close of business on April 9, 2026 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting beginning ten days prior to the meeting during ordinary business hours at our principal executive offices at 954 Villa Street, Mountain View, California 94041.

Proxy Voting

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. You may vote online or by phone, or, if you received paper copies of the proxy materials, by mail by following the instructions on the proxy card or voting instruction card. If you vote at the Annual Meeting, any previously submitted proxy or voting instructions will not be used.

Important Notice Regarding Internet Availability of Proxy Materials

This Notice of Annual Meeting, the Proxy Statement and our 2025

Annual Report on Form 10-K are available at www.proxydocs.com/LZ.

Copies of these proxy materials are also available on our website at

https://investors.legalzoom.com.

By Order of the Board of Directors,

LOGO

Nicole Miller

Chief Legal Officer & Secretary

Mountain View, CA

April 22, 2026

Table of Contents


Forward-Looking Statements and Website References		ii

Proxy Statement Summary		1

PROPOSAL 1: ELECTION OF DIRECTOR		4

Our Corporate Governance		12

Committees of the Board of Directors		12

Director Attendance		14

Board Leadership Structure		14

Director Nomination Process		14

Director Nomination Rights		15

Risk Oversight		16

Annual Board & Committee Evaluations		17

Executive Sessions		17

Code of Business Conduct and Ethics		17

Corporate Governance Guidelines		17

Overboarding Policy		17

Insider Trading Policy & Anti-Hedging and Pledging Policy		17

Compensation Committee Interlocks and Insider Participation		17

Communications with Directors		17

Vision Statement & Operating Values		18

Human Capital Management		19

Director Compensation		20

Executive Officers		23

Compensation Discussion & Analysis		24

Executive Summary		24

2025 Performance Highlights		24

Named Executive Officers		25

Executive Compensation Philosophy and Objectives		25

Say-on-Pay Vote & Stockholder Engagement		25

Role of the Compensation Committee		26

Role of the Compensation Consultant		26

Peer Group		27

Material Elements of Compensation		27

Compensation Policies & Practices as They Relate to Risk Management		33

Clawback Policy		33

Equity Grant Practices		33

Tax and Accounting Considerations		33

Compensation Committee Report		34

Executive Compensation Tables		35

CEO Pay Ratio		43

Pay-Versus-Performance		44

Equity Compensation Plan Information		48

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		49

Audit Committee Report		50

PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		51

Certain Relationships and Related Party Transactions		52

Beneficial Ownership of Securities		53

Questions & Answers About the Annual Meeting		55

Virtual Annual Meeting		58

Submission of Stockholder Proposals and Nominations of Directors and Other Business		59

Important Additional Information		60

Appendix A — Non-GAAP Reconciliations		A-1

Forward-Looking Statements

This Proxy Statement contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Proxy Statement may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Proxy Statement are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the factors discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as any factors contained in our subsequent filings with the Securities and Exchange Commission. The forward-looking statements in this Proxy Statement are based upon information available to us as of the date of this Proxy Statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Website References

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Proxy Statement Summary

The proxy associated with this Proxy Statement is solicited by the Board of Directors of the Company. This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about April 22, 2026. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.

Meeting Logistics



	DATE AND TIME: Wednesday, June 3, 2026 9:00 a.m., Pacific Time	LOCATION: www.proxydocs.com/LZ	RECORD DATE: Thursday, April 9, 2026

You will need the control number included in your proxy card, voting instruction form or notice

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2026 annual meeting of stockholders (the “Annual Meeting”) and the Board of Directors’ voting recommendations with respect to each proposal.


Item of Business	Board Recommendation	Page Reference
Proposal 1: Election of Director	FOR	4
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	49
Proposal 3: Advisory Vote on Named Executive Officer Compensation	FOR	51

Board of Directors Snapshot


Name	Age	Director Since	Independent	Other U.S. Public Company Boards	Committee Membership(s)
Nathan Gooden † Chief Financial Officer, Squarespace, Inc.	51	2024	✓	-	Audit Compensation
Elizabeth Hamren Chief Executive Officer, AllTrails, Inc.	54	2021	✓	1	Audit Compensation
John Murphy †# Former Executive Vice President and Chief Financial Officer, Adobe Inc.	57	2021	✓	2	Audit (Chair) M&A Nominating
Jeffrey Stibel Chief Executive Officer and Chair of the Board LegalZoom.com, Inc.	52	2014		-	M&A
Neil Tolaney † General Partner, TCV	43	2022	✓	-	Audit M&A (Chair)
Sivan Whiteley Former Chief Legal Officer and Corporate Secretary, Block, Inc.	49	2022	✓	-	Compensation (Chair) M&A Nominating (Chair)

† Audit Committee Financial Expert # Lead Independent Director


LegalZoom.com, Inc. 2026 PROXY STATEMENT		1

2025 Performance Highlights



$756M Revenue +11% YoY	$492M Subscription Revenue +13% YoY	$264M Transaction Revenue +7% YoY


$15M Net Income 2% Margin	$172M¹ Adjusted EBITDA 23% Margin¹	~$80M Cash Returned to Stockholders

¹	Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See Appendix A for a definition of these measures and a reconciliation to the most directly comparable measure computed in accordance with GAAP.

Stockholder Engagement & Board Responsiveness

The Board and management team value stockholder perspectives and maintain ongoing, proactive engagement with stockholders throughout the year. Our Investor Relations team and executive leadership regularly meet with current and prospective stockholders and research analysts to discuss various topics, including the Company’s strategy and performance. Management also participates in industry conferences and non-deal roadshows, engaging both in person and virtually.

In addition, following our 2025 annual meeting of stockholders, members of management, together with our Lead Independent Director and the Chair of our Compensation Committee, conducted an extensive stockholder outreach program. We contacted investors representing approximately 47% of our then-outstanding shares, and non-affiliated holders of approximately 18% of our shares participated in meetings with us. These meetings included focused discussion on the results of the Company’s 2025 say-on-pay vote and broader aspects of our executive compensation program, as well as discussions regarding succession planning, Board governance and oversight and more. Following these engagements, we shared feedback received with our Board and relevant Board committees and, where appropriate, incorporated that feedback into our governance and compensation practices, as described below:


		What We Heard				What We Did in Response
		Investors expressed their views that long-term incentive awards tied solely to stock price appreciation may reward executives for general market movements rather than company-specific performance.				For 2026, we removed stock price appreciation as the singular metric for the PSUs in our long-term incentive plan, in favor of two distinct performance metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period.
		Investors prefer the use of multiple performance measures in both short- and long-term incentive plans to ensure a more balanced and rigorous assessment of executive performance.				The PSU performance criteria in our 2026 long-term incentive plan was updated to remove stock price hurdles and focus on two metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period.
		Investors noted that long-term plans should maintain rigorous performance metrics, over a sustained period of time, to avoid creating a misalignment between executive pay and stockholder outcomes.				The PSUs in our 2026 long-term incentive plan contain a three-year performance period. In addition, our CEO’s long-term incentive mix has been updated to 70% PSUs and 30% RSUs versus 60% PSUs and 40% RSUs in prior years, to further align with stockholder outcomes and increase at-risk, performance-conditioned compensation.
		Investors indicated that one-time (non-sign-on) equity awards should be used sparingly and, when granted, accompanied by clear and fulsome disclosure of their rationale.				No one-time awards were granted to executive officers in 2025 consistent with the Compensation Committee’s commitment to limit one-time awards. The Compensation Committee also reaffirms that it does not intend to make additional off-cycle awards of this nature to the CEO or other executive officers in the near-term absent exceptional circumstances arising.

		Investors expressed interest in our approach to managing opportunities and risks related to AI.				We enhanced disclosure in this Proxy Statement regarding the Board’s oversight of AI, which we are deploying in a responsible manner that supports our strategic priorities. See “Our Corporate Governance – Risk Oversight” for additional information.
		Investors expressed a general preference for annual elections of all directors.				While the Board regularly evaluates our governance framework, we believe a classified structure supports stability and continuity, particularly given our relatively recent transition to a public company.


2		2026 PROXY STATEMENT LegalZoom.com, Inc.

Corporate Governance Highlights

In addition to a highly qualified, independent Board, we are committed to sound corporate governance practices that promote the long-term interests of our stockholders. Some of our key corporate governance practices and policies are summarized below, which are each as of the date of this Proxy Statement.

Board Oversight

+ Board-level oversight of CEO and executive succession planning

+ Regular strategic updates from the CEO

+ Board-level oversight of environmental, social, and governance (“ESG”) activities

+ Audit Committee oversight of enterprise risk management, with semi-annual reporting from the Company’s ERM Committee

+ Board-level oversight of cybersecurity and data privacy

+ Board oversight of artificial intelligence, supported by a cross-functional AI Governance Committee that reports through the ERM framework



		Board Structure & Composition

+ 5 out of 6 directors are independent

+ Audit, Compensation and Nominating Committees are composed solely of independent directors

+ Formal overboarding policy; all current directors are within policy limits

+ Lead Independent Director with clearly defined responsibilities

+ Average director tenure of approximately 5 years, with 5 out of 6 directors appointed since 2020

+ All directors attended at least 75% of Board and committee meetings in 2025

+ Nominating Committee uses a skills matrix to support Board composition and refreshment

+ 2 out of 6 directors are female

+ 1 director identifies as LGBTQ+

+ The Compensation Committee and Nominating Committee are chaired by a female director

Other Corporate Governance Practices

+ Annual Board and committee evaluations

+ Anti-hedging, anti-pledging, anti-margin and anti-derivatives restrictions for directors and employees

+ No poison pill

+ Annual performance evaluation of each named executive officer, which is tied to compensation decisions

+ Extensive post-annual meeting stockholder outreach, with feedback reviewed by the Board and relevant committees

+ Clawback policy

+ Director stock ownership guidelines of 5x annual cash Board retainer, with retention requirements if not met after the phase-in period

+ Meaningful stock ownership by officers

+ Single class share structure


LegalZoom.com, Inc. 2026 PROXY STATEMENT		3

Proposal 1:

Election of Director

Our Board currently consists of six directors. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”) classify our Board of Directors into three classes of directors, serving staggered three-year terms of office, as follows:

Class I directors with terms expiring
at the 2028 annual meeting of
stockholders

Class II director with a term expiring
at the Annual Meeting

Class III directors with terms expiring
at the 2027 annual meeting of
stockholders

Nathan Gooden

Neil Tolaney

Sivan Whiteley

Elizabeth Hamren

John Murphy

Jeffrey Stibel

The director designated as a Class II director has a term expiring at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of our Board, our Board selected Ms. Sivan Whiteley as the nominee for election to our Board at the Annual Meeting as a Class II director to serve for a term of three years until our 2029 annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation, removal, retirement or disqualification.

Ms. Whiteley has consented to being named in this Proxy Statement and to serve as a director if elected. We have no reason to believe that Ms. Whiteley will be unable for any reason or unwilling for good cause to serve if elected. In the event Ms. Whiteley is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors on the Board.

Director Independence

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has affirmatively determined that each of Elizabeth Hamren, Nathan Gooden, John Murphy, Neil Tolaney and Sivan Whiteley is an independent director in accordance with applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). Mr. Stibel is not an independent director due to his service as our Chief Executive Officer.

In making the foregoing independence determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of shares of our common stock by each non-employee director or their affiliated entities.


4		2026 PROXY STATEMENT LegalZoom.com, Inc.

Board Composition

Our Board is composed of six highly qualified directors whose experience, skillsets, tenure and personal characteristics complement those of fellow directors to create a well-functioning, balanced Board with varying viewpoints and deep expertise. The information below, which is as of the date of this Proxy Statement, provides highlights of certain roles and characteristics of our directors.

LOGO

In addition, the Nominating Committee utilizes a matrix approach to assist the committee in maintaining a well-rounded and effective Board. The matrix also helps the Nominating Committee identify any skills, qualifications and experience for potential director nominees that would help improve the composition of and add value to the Board. The matrix below summarizes some of the key qualifications, skills and experience that the Nominating Committee has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. The matrix does not encompass all of the qualifications, skills and experience of our directors. In addition, the absence of a particular qualification, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area.

Gooden

Hamren

Murphy

Stibel

Tolaney

Whiteley

Operations & Process Transformation

●

C-Suite Leadership

●

Product Innovation

●

M&A / Capital Allocation

●

Go-to-Market

●

Subscription-Based Business Models

●

Human Capital Management

●

Financial Expertise

●

Risk Assessment & Management

●

Public Company Governance

●


LegalZoom.com, Inc. 2026 PROXY STATEMENT		5

Class II Director Nominee

LOGO

Age Director Since

49 2022

Committees:

Compensation Committee, Chair

Nominating Committee, Chair

M&A Committee

Other Current Public Company Directorships:

None

Previous Public Company Directorships:

None

Education:

B.A., Political Science, University

of California, San Diego

J.D., Harvard Law School

Sivan Whiteley

As Chief Legal Officer and Corporate Secretary of Block, Inc. (formerly Square, Inc.), a global technology company with a focus on financial services, Sivan Whiteley oversaw a worldwide team that was responsible for the company’s legal, regulatory, public policy and communications, compliance, and security operations from December 2021 to February 2023. Ms. Whiteley first joined Block, Inc. in March 2013 and served as its Legal Director, then Associate General Counsel, as well as its General Counsel and Corporate Secretary from March 2018 to November 2021. Prior to joining Block, Inc., Ms. Whiteley served as Associate General Counsel at Better Place, Inc., as Commercial and Product Counsel at eBay Inc., and was a litigator at Bingham McCutchen LLC.

Key Expertise Provided to the Board:

Ms. Whiteley’s legal, regulatory and compliance experience and her work with technology-based small business providers, as well as her experience with corporate governance in her former role as Chief Legal Officer at Block, Inc., qualifies her to serve on our Board of Directors.

Skills and Expertise:

● Operations and Process Transformation

● C-Suite Leadership

● M&A / Capital Allocation

● Risk Assessment and Management

● Public Company Governance


6		2026 PROXY STATEMENT LegalZoom.com, Inc.

Continuing Directors

LOGO

Age Director Since

51 2024

Committees:

Audit Committee

Compensation Committee

Other Current Public Company

Directorships:

None

Previous Public Company

Directorships:

None

Education:

B.S., Accounting, Oral Roberts

University

Nathan Gooden

Nathan Gooden currently serves as Chief Financial Officer of Squarespace, Inc., a position he has held since October 2022. Prior to Squarespace, Mr. Gooden served as Chief Financial Officer of Amazon Alexa from January 2017 to October 2022. Earlier in his career, Mr. Gooden served as Chief Financial Officer of Spacepointe Limited, a global payments technology company, from January 2016 to December 2016. He was also a founding member of Solavei LLC, a social commerce company, where he served as Chief Financial Officer from June 2014 to February 2016. Mr. Gooden began his career at PricewaterhouseCoopers LLP, where he spent five years as a lead auditor.

Key Expertise Provided to the Board:

Mr. Gooden’s financial expertise and executive experience in technology-based industries spanning payments, social commerce and consumer electronics, as well as his in-depth understanding of platforms that help small businesses, qualifies him to serve on our Board of Directors.

Skills and Expertise:

● C-Suite Leadership

● M&A / Capital Allocation

● Subscription-based Business Models

● Human Capital Management

● Financial Expertise

● Risk Assessment and Management

● Public Company Governance


LegalZoom.com, Inc. 2026 PROXY STATEMENT		7

LOGO

Age Director Since

43 2022

Committees:

Audit Committee

M&A Committee, Chair

Other Current Public Company

Directorships:

None

Previous Public Company Directorships:

None

Education:

B.A., Economics and Political

Science, Yale University

M.B.A., Harvard Business School

Neil Tolaney

Neil Tolaney is a General Partner at TCV, a growth equity firm focused on investments in public and private technology companies. Mr. Tolaney first joined TCV as Vice President, Growth Equity from 2011 to 2013 and rejoined in March 2020. Prior to rejoining TCV, Mr. Tolaney was a Deal Partner at Francisco Partners from 2016 to 2020 and Managing Director at PersonalizationMall.com from 2013 to 2016. Mr. Tolaney serves on the board of directors of Strava, Inc., a private company.

Key Expertise Provided to the Board:

Mr. Tolaney’s private equity expertise and focus on investing and operations to serve consumers and SMEs across digital platforms qualifies him to serve on our Board of Directors.

Skills and Expertise:

●

Product Innovation

●

M&A / Capital Allocation

●

Subscription-based Business Models

●

Financial Expertise

●

Public Company Governance


8		2026 PROXY STATEMENT LegalZoom.com, Inc.

LOGO

Age Director Since

54 2021

Committees:

Audit Committee

Compensation Committee

Other Current Public Company Directorships:

Hasbro, Inc. (Nasdaq: HAS)

Previous Public Company Directorships:

None

Education:

B.S.E., Civil Engineering and

Operations Research, Princeton

University

M.B.A, Harvard Business School

Elizabeth Hamren

Elizabeth (Liz) Hamren has served as Chief Executive Officer of AllTrails, a leading digital platform and mobile app for outdoor recreation, since August 2025. She previously served as Chief Executive Officer of Ring, Inc., the smart doorbell and home security technology company acquired by Amazon, Inc., from March 2023 to June 2025. Previously, Ms. Hamren served as Chief Operating Officer of Discord Inc., a private company providing voice, video and text communication services, from December 2021 to March 2023. Prior to joining Discord, Ms. Hamren was Corporate Vice President for Gaming Experience & Platforms at Microsoft Corp., a multinational technology corporation, from May 2018 to December 2021, where she ran product and engineering for Xbox’s consumer products and services including Game Pass, all Xbox hardware and platform software, and PC experience, and as Corporate Vice President, Devices at Microsoft from March 2017 to April 2018. Prior to joining Microsoft, Ms. Hamren was Head of Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.) from August 2015 to March 2017, and was Vice President of Marketing at Dropcam, Inc. from November 2012 to October 2014. She has previously held executive roles at Plantronics, Jawbone, and OQO, Inc.

Key Expertise Provided to the Board:

Ms. Hamren’s executive leadership experience in digital products and marketing, including significant experience launching industry-defining and subscription-based technology with a focus on customer solutions, along with her knowledge of the technology industry, qualifies her to serve on our Board of Directors.

Skills and Expertise:

● Operations and Process Transformation

● C-Suite Leadership

● Product Innovation

● Go-to-Market

● Subscription-based Business Models

● Human Capital Management

● Risk Assessment and Management

● Public Company Governance


LegalZoom.com, Inc. 2026 PROXY STATEMENT		9

LOGO

Lead Independent Director

Age Director Since

57 2021

Committees:

Audit Committee, Chair

M&A Committee

Nominating Committee

Other Current Public Company Directorships:

Everpure, Inc. (NYSE: PSTG)

Roper Technologies, Inc. (Nasdaq:

ROP)

Previous Public Company Directorships:

None

Education:

B.S., Accounting, Fordham

University

M.B.A, Marshall School of

Business, University of Southern

California

John Murphy

John Murphy has served as our Lead Independent Director since July 2024. He served as the Executive Vice President and Chief Financial Officer of Adobe Inc., a multinational computer software company, from April 2018 until October 2021, and served as Adobe’s Senior Vice President, Chief Accounting Officer and Corporate Controller from March 2017 until April 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from September 2014 to March 2017. He previously served as Senior Vice President, Controller and Chief Accounting Officer of DIRECTV Inc. from November 2007 to August 2014, and Vice President and General Auditor of DIRECTV from October 2004 to November 2007. Prior to joining DIRECTV, he worked at several global companies, including Experian, Nestlé, and Atlantic Richfield (ARCO), in a variety of finance and accounting roles. He served on the board of directors of DirecTV Holdings LLC, a private company, from November 2007 until August 2014.

Key Expertise Provided to the Board:

Mr. Murphy’s background in the technology sector, as well as extensive experience in finance and accounting and experience leading initiatives to scale organizations and re-imagine processes using cutting-edge technologies, qualifies him to serve on our Board of Directors.

Skills and Expertise:

●

Operations and Process Transformation

●

C-Suite Leadership

●

M&A / Capital Allocation

●

Subscription-based Business Models

●

Human Capital Management

●

Financial Expertise

●

Risk Assessment and Management

●

Public Company Governance


10		2026 PROXY STATEMENT LegalZoom.com, Inc.

LOGO

CEO & Chair of the Board

Age Director Since

52 2014

Committees:

M&A Committee

Other Current Public Company Directorships:

None

Previous Public Company Directorships:

Autoweb, Inc. (Formerly Nasdaq:

AUTO)

Education:

B.S., Psychology, Philosophy and Cognitive Science, Tufts University

M.Sc., Cognitive Science, Brown

University

Honorary Doctorate of Business,

Pepperdine University

Jeffrey Stibel

Jeffrey Stibel has served as our Chief Executive Officer since July 2024, Chair of our Board since October 2018 and on our Board of Directors since October 2014. Mr. Stibel has been a partner of Bryant Stibel & Company, an investment and strategic advisory platform, since January 2013. Mr. Stibel also serves as a member of the board of directors of a number of privately held companies and non-profit entities. He was previously a USA Today columnist and author of The New York Times bestseller Breakpoint (Macmillan: 2013) and Wired for Thought (Harvard Business Press: 2009). Mr. Stibel served as the President, Chief Executive Officer and Chairman of the Dun & Bradstreet Credibility Corporation from July 2010 to July 2015, and as Vice Chairman of Dun & Bradstreet Corporation from July 2015 to March 2018. Prior to that, Mr. Stibel was President and Chief Executive Officer of Web.com, Inc.

Key Expertise Provided to the Board:

Mr. Stibel’s knowledge of online technology companies and successful track record of growing and building businesses gained through his experience as Chief Executive Officer and other leadership positions qualifies him to serve on our Board of Directors.

Skills and Expertise:

● Operations and Process Transformation

● C-Suite Leadership

● Product Innovation

● M&A / Capital Allocation

● Go-to-Market

● Subscription-based Business Models

● Human Capital Management

● Financial Expertise

● Risk Assessment and Management

● Public Company Governance

Vote Required

Director nominees are elected by a plurality of the votes present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors, which means that the nominee who receives the highest number of votes cast “For” such nominee will be elected as a director. Stockholders may vote “For” or “Withhold” their vote from the director nominee. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the director election.

LOGO

Our Board unanimously recommends a vote “FOR” the election to the Board of Directors of the Class II director nominee.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		11

Our Corporate Governance

Committees of the Board of Directors

Our Board has four standing committees: an Audit Committee, a Compensation Committee, an M&A Committee and a Nominating Committee. The Board established the M&A Committee as a standing committee in July 2025 to assist the Board in evaluating potential acquisitions, strategic investments, mergers, divestitures, and similar strategic transactions and to oversee management’s execution of any such strategic transactions. Each of our Board’s standing committees acts under a written charter. Copies of the committees’ charters are available on our website at https://investors.legalzoom.com.

Below is a summary of our current committee structure and membership information, followed by brief descriptions of each committee’s roles and responsibilities:

Audit
Committee

Compensation
Committee

M&A
Committee

Nominating
Committee

Nathan Gooden

●

Elizabeth Hamren

●

John Murphy

●

Jeff Stibel

●

Neil Tolaney

●

Sivan Whiteley

●

Meetings in 2025



		Audit Committee
		Chair: John Murphy Members: Nathan Gooden Elizabeth Hamren Neil Tolaney

		Duties and Responsibilities: The principal duties and responsibilities of our Audit Committee include, among other things: • selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; • helping to ensure the independence and performance of the independent registered public accounting firm; • helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm; • discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results; • developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; • overseeing the adequacy and effectiveness of the Company’s information security policies and practices; • reviewing our policies on risk assessment and risk management and overseeing the Company’s major risk exposures, including those related to cybersecurity and AI; • reviewing and approving related party transactions; • obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and • pre-approving all audit and all permissible non-audit services to be performed by the independent registered public accounting firm. Qualifications: The Board of Directors has determined that each member of the Audit Committee meets the independence requirements set forth by the Securities and Exchange Commission (the “SEC”) and the Nasdaq listing standards for membership on the Audit Committee. Each member of our Audit Committee is also financially literate in accordance with the Nasdaq listing standards. In addition, our Board of Directors has determined that each of Nathan Gooden, John Murphy and Neil Tolaney qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC.


12		2026 PROXY STATEMENT LegalZoom.com, Inc.


		Compensation Committee

		Chair: Sivan Whiteley Members: Nathan Gooden Elizabeth Hamren
		Duties and Responsibilities: The principal duties and responsibilities of our Compensation Committee include, among other things: • evaluating and approving the CEO terms of employment and compensation plans (including salary, annual cash incentive and equity incentive plans); • evaluating and approving executive officer terms of employment and compensation plans (including salary, annual cash incentive and equity incentive plans), with the assistance of the CEO; • reviewing CEO and executive officer (with assistance from the CEO) goals and performance, and approving cash incentive pay, base pay adjustments and equity refreshes according to performance; • reviewing and approving incentive plan design, corporate performance goals for incentive plans and the achievement of those corporate performance goals; • reviewing and approving, or recommending that our Board approve, equity plans and policies or other non-cash incentive compensation; • reviewing and recommending to our Board the compensation of our directors; • selecting and retaining independent compensation consultants and outside service providers and advisors; • reviewing overall philosophies, practices and policies of employee compensation as they relate to risk management and risk-taking incentives; and • reviewing our enterprise-level short- and long-term talent strategy. Qualifications: The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements set forth by the Nasdaq listing standards. In addition, each member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


		Nominating and Corporate Governance Committee

		Chair: Sivan Whiteley Members: John Murphy

		Duties and Responsibilities: The principal duties and responsibilities of our Nominating Committee include, among other things: • identifying, evaluating, and selecting, or recommending that our Board approve, nominees for election to our Board of Directors and its committees; • overseeing the Board’s committee structure and operations; • approving the retention of director search firms; • regularly considering the Board’s leadership structure, including the separation of the chair of the Board and Chief Executive Officer roles, whether the chair of the Board is also an employee director or a non-independent director, and/or the appointment of a lead independent director of the Board; • reviewing and evaluating succession plans for our CEO and other executive officers; • considering potential conflicts of interest of officers and directors and reviewing and making determinations in accordance with the Company’s Code of Business Conduct and Ethics; • overseeing the annual evaluation of the performance of our Board of Directors and the Board’s committees; • evaluating the adequacy of our corporate governance practices and reporting; and • overseeing our environmental, social and governance policies and practices. Qualifications: The Board of Directors has determined that each member of the Nominating Committee meets the independence requirements set forth by the Nasdaq listing standards.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		13


		M&A Committee

		Chair: Neil Tolaney Members: John Murphy Jeff Stibel Sivan Whiteley

		Duties and Responsibilities: The Board established the M&A Committee as a standing committee in July 2025. The principal duties and responsibilities of our M&A Committee include, among other things: • assisting management and the Board with the identification of merger, acquisition, strategic investment and divestiture opportunities; • reviewing and providing guidance to management and the Board with respect to any proposed merger, acquisition, strategic investment and divestiture opportunities and strategies, including reviewing the material details of any such proposed transaction; • consider and make recommendations to the full Board as to any proposed mergers, acquisitions, strategic investments or divestitures and review and make recommendations to the Board with respect to the relevant terms thereof; and • evaluating the execution, financial performance and integration of any completed transaction. Qualifications: The members of the M&A Committee were selected for their experience in evaluating and executing strategic transactions, including mergers, acquisitions, and investments, as well as their deep understanding of the Company’s operations and long-term strategy. Their complementary backgrounds in leadership, finance and investment provide the Board with a well-rounded perspective in assessing potential strategic transactions, alongside opportunities and risks.

Director Attendance

Our Board met five (5) times in 2025. In 2025, each of our current directors attended at least 75% of the meetings of our Board of Directors and the respective committees of which he or she was a member held during the period such individual was a director during the year ended December 31, 2025. In addition, directors are expected to attend the Annual Meeting absent unusual circumstances. All of our directors who were then serving on the Board attended the 2025 annual meeting of stockholders.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board will appoint the Chair of the Board and the Company’s Chief Executive Officer in the manner that it determines to be in the best interests of the Company and our stockholders and in accordance with the Company’s stockholder agreements, as applicable. In July 2024, in connection with the appointment of Mr. Stibel, our Chair of the Board, as Chief Executive Officer, the Board determined to combine the roles of Chair of the Board and Chief Executive Officer. Our Corporate Governance Guidelines provide that when the Chair of the Board is not an independent director, the independent directors, by vote of a majority of such independent directors, will select an independent director to serve as Lead Independent Director. Accordingly, in July 2024, the Board appointed Mr. Murphy as Lead Independent Director. As Lead Independent Director, Mr. Murphy has the following responsibilities: (i) in consultation with the Chair of the Board, establishing the agenda for regular Board meetings; (ii) presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors; (iii) establishing the agenda for meetings of the independent directors; (iv) coordinating with the committee chairs regarding meeting agendas and information requirements; (v) presiding over any portions of meetings of the Board at which the performance of the Board is presented or discussed; (vi) acting as liaison between the independent directors and the Chief Executive Officer and Chair of the Board; and (vii) performing such other functions as the Board may delegate from time to time.

Our Board believes this structure effectively balances strong management and appropriate safeguards and oversight by independent directors. The Board further believes that this structure helps ensure clear strategic alignment throughout the Company and allows our Board to benefit from Mr. Stibel’s deep experience, including his prior experience as an independent director on our Board.

Our Board of Directors acknowledges that no single leadership model is right for all companies at all times. As such, the Nominating Committee regularly reviews our leadership structure to determine whether it continues to best serve the Company and its stockholders and will make recommendations to the Board as appropriate.

Director Nomination Process

Our Board determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. The Nominating Committee periodically reviews, and recommends to our Board, the skills, experience, characteristics and other criteria for identifying and evaluating directors. The Nominating Committee has also developed and maintains a skills matrix to assist it in


14		2026 PROXY STATEMENT LegalZoom.com, Inc.

considering the appropriate balance of skills, experiences and attributes that should be represented on the Board as a whole. See “Proposal 1: Election of Director—Board Composition” for additional information. The Board and the Nominating Committee

review director candidates in the context of the current composition of the Board, the Company’s operating requirements and the long-term interests of the Company’s stockholders.

In addition to the skills and experience noted above under “Proposal 1: Election of Director—Board Composition,” the Board believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics, the ability to read and understand basic financial statements, and the ability to understand the Company’s industry and business. In considering candidates recommended by the Nominating Committee, the Board also considers other factors, such as:

•

possessing relevant expertise upon which to be able to offer advice and guidance to management;

•

having sufficient time to devote to the affairs of the Company;

•

demonstrating excellence in his or her field;

•

having the ability to exercise sound business judgment;

•

experience as a Board member or executive officer of another publicly held company;

•

having a diverse skills, qualifications, perspective and experience; and

•

having the commitment to rigorously represent the long-term interests of the Company’s stockholders.

The Company endeavors to have a Board representing diverse backgrounds and a wide range of professional experience in areas that are relevant to the Company’s business and customers and its status as a public company.

The Nominating Committee solicits ideas for possible director candidates from a number of sources, including members of the Board, our Chief Executive Officer and other executive officers and our outside advisors. The Nominating Committee may also engage professional search firms from time to time to assist it in identifying potential director candidates. In 2025, the Company utilized the services of Russell Reynolds, an independent third-party search firm, to identify and evaluate potential director candidates based on the criteria and principles discussed herein.

The Nominating Committee will also consider director candidates recommended by LegalZoom’s stockholders. Any stockholder who wishes to recommend director nominees for consideration by our Nominating Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so by sending each proposed director candidate’s name and a description of his or her qualifications for Board membership to the Chair of the Nominating Committee no later than January 1 prior to the next annual meeting of stockholders by sending an email to investor@legalzoom.com or in writing, c/o our Chief Legal Officer, LegalZoom.com, Inc., 954 Villa Street, Mountain View, California 94041. The recommendation must contain all of the information regarding the nominee required under the “advance notice” provisions of our Bylaws. Each recommended director candidate must also provide a list of references and agree (i) to be interviewed by members of the Nominating Committee or other directors in the discretion of the Nominating Committee and (ii) to a background check or other review of his or her qualifications.

The Nominating Committee will evaluate director candidates recommended by stockholders in the same manner in which it evaluates other director candidates.

Director Nomination Rights

In June 2021 in connection with our initial public offering (“IPO”), we entered into a director nomination agreement (the “Director Nomination Agreement”) with FPLZ I, L.P. and FPLZ II, L.P. (together with FPLZ I, L.P. and their affiliated investment entities, “Francisco Partners”) to provide certain rights with respect to their ability to designate members of our Board of Directors (the “Sponsor Designees”).

Pursuant to the Director Nomination Agreement, we have the obligation to support the nomination of, and to cause our Board to include in the slate of nominees recommended to our stockholders for election, a number of designees equal to at least: (i) two individuals for so long as Francisco Partners continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 50% of the shares of common stock owned by Francisco Partners immediately following the completion of the IPO and (ii) one individual for so long as Francisco Partners continuously from the time of the completion of the IPO beneficially owns shares of common stock representing at least 25% but less than 50% of the shares of common stock owned by Francisco Partners immediately following the completion of the IPO. As of April 9, 2026, the record date for this Annual Meeting, Francisco Partners is able to designate two members to our Board of Directors based on their holdings of common stock. Francisco Partners currently has no Sponsor Designees on our Board.

The nomination of each Sponsor Designee is subject to the reasonable and good faith determination of a majority of our disinterested directors, after consultation with our outside legal counsel, that such Sponsor Designee is qualified to serve as a member of our Board under applicable laws, the rules of Nasdaq, our Bylaws and any of our Company policies.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		15

Risk Oversight

FULL BOARD OF DIRECTORS

Our full Board is responsible for overseeing the management of major risks facing the Company and the establishment and maintenance of processes and controls to manage these risks. In addition, our three standing committees regularly report to the full Board with updates on their areas of designated risk oversight responsibilities.



AUDIT COMMITTEE • Assist the Board in fulfilling its oversight responsibility relating to the Company’s major risk exposures. • Oversees the Company’s enterprise risk management (“ERM”) process; meets regularly with representatives of the Company’s ERM Committee and our independent registered public accounting firm to discuss the Company’s ERM activities. • Overseeing the Company’s cybersecurity risks as well as AI-related risks as reported through the ERM framework. • Reviews and oversees policies related to the Company’s investments, cash and foreign exchange management and major financial risk exposures. • Monitors compliance with legal and regulatory requirements. • Responsible for reviewing and approving or disapproving any related party transactions.	COMPENSATION COMMITTEE • Assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. • Ensures we have appropriate practices and policies in place to support the retention and development of the talent necessary to achieve our business goals and objectives.	NOMINATING COMMITTEE • Oversees risks related to the composition and structure of the Board and its committees. • Reviews risks relating to our corporate governance practices. • Oversees our ESG policies and practices and any related risks. • Oversees the Company’s CEO and executive officer succession planning.

MANAGEMENT TEAM

Our management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity, artificial intelligence, data privacy and financial risks.

We have a management-level ERM Committee, which includes our Chief Financial Officer and Chief Operating Officer and Chief Business & Customer Officer and is chaired by our Chief Legal Officer. The ERM Committee meets regularly and is responsible for establishing and maintaining the Company’s ERM framework and identifying, assessing, managing and mitigating risks in all areas of the Company’s business. Our ERM Committee categorizes risks and, within each category, seeks to identify and remediate risks and promote monitoring and reporting across compliance functions. The Chair of the ERM Committee or her delegate reports at least semi-annually to the Audit Committee to provide updates concerning the risks facing the Company, along with updates regarding the mitigation and responsive activities underway to address such risks.

We also have an internal cross-functional AI Governance Committee, which includes our Chief Information Officer. The AI Governance Committee meets regularly and oversees risks related to third-party vendors, our internal use of AI and AI product integrations. The AI Governance Committee reports directly to our ERM Committee and provides regular read-outs to the ERM Committee regarding AI-related risks. To the extent appropriate, these risks are then presented to the Audit Committee as part of the ERM Committee’s semi-annually reporting into the Audit Committee.

In addition, our Chief Information Officer and Director of Information Security report at least twice per year to the Audit Committee regarding cybersecurity and data privacy risk management processes and activities, and on the adequacy and effectiveness of the Company’s information security policies and practices and internal controls regarding information security. See “Item 1C. Cybersecurity” in our Annual Report on Form 10-K for the year ended December 31, 2025 and filed with the SEC on February 23, 2026 for additional information.


16		2026 PROXY STATEMENT LegalZoom.com, Inc.

Annual Board & Committee Evaluations

The Nominating Committee oversees an annual evaluation of the performance of the Board, including each committee of the Board. The Board and committee evaluation process involves completion of a written questionnaire by each Board member, followed by an interview of each director conducted by our Lead Independent Director. This process is designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations and procedures.

Executive Sessions

In order to promote open discussion among independent directors, our Board holds regular executive sessions of independent directors, which sessions are chaired by our Lead Independent Director. Each standing committee of the Board also holds regular executive sessions without management present.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our corporate website at

https://investors.legalzoom.com

. To the extent required by rules adopted by the SEC and Nasdaq, 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 this website.

Corporate Governance Guidelines

Our Board has adopted principles of corporate governance to formalize its governance practices, which serve as a framework within which our Board and its committees operate. These principles cover a number of areas, including the role of our Board of Directors, its composition and leadership structure, director independence, director selection, qualification and election, director compensation, executive sessions, CEO evaluation, succession planning, annual Board assessments, Board committees, director orientation and continuing education and others. A copy of our Corporate Governance Guidelines is available on our website at

https://investors.legalzoom.com

Overboarding Policy

Our Corporate Governance Guidelines provide that directors may not serve on the board of more than four public companies, including our Board of Directors. In addition, directors who are executive officers of public companies may not serve on the boards of more than one other public company, in addition to our Board of Directors. All of our existing directors are currently in compliance with our overboarding policy.

Insider Trading Policy & Anti-Hedging and Pledging 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 Nasdaq. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form

10-K

for the year ended December 31, 2025 filed with the SEC on February 23, 2026.

In addition, our Insider Trading Policy specifically prohibits our directors and officers and members of their immediate families and households and such persons’ controlled entities from engaging in short sales, transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities, and hedging transactions. Our Insider Trading Policy also prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or on our Compensation Committee.

Communications with Directors

Stockholders and other interested parties who wish to communicate with our Board or any individual director may send a written communication to the Board or such director c/o LegalZoom.com, Inc., 954 Villa Street, Mountain View, California 94041, Attn: Chief Legal Officer. The Chief Legal Officer will review each communication and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations, or is unduly hostile, threatening or similarly inappropriate.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		17

Vision Statement & Operating Values

Our vision is to be the guardian of people’s aspirations, lives, and legacies. This vision isn’t just a statement, it’s a commitment — to our customers, our partners, and ourselves. It’s about protecting what matters most to those we serve, standing as a beacon of trust, reliability, and expertise in a world that increasingly demands it. Our mission, transforming how people navigate the legal system, represents the long-term relationship we aim to foster with our customers. To deliver on the foregoing, we are focused on instilling the following operating values in all we do:


Lift Each Other Up

		We build great teams by recognizing, motivating, and inspiring each other. We realize that we can’t do it alone, and success comes from working together as one team. We embrace a diversity of perspectives and celebrate our differences and our achievements together. We lead with empathy and respect, and we’re committed to each other’s success.

Champion our Customers

		Our customers are at the center of everything we do, and we’re laser focused on being a trusted partner at every step of their journey. We work tirelessly to provide access to the tools and expertise people need to start and grow their businesses. We understand and constantly think about our customers’ most critical challenges today so we can make their businesses more successful and hassle-free tomorrow.

See the Whole Picture

		We’re relentlessly curious and strive to see how everything fits together. We’re constantly connecting the dots and leaning in to create a flawless end-to-end experience. We’re always thinking beyond our own piece of the puzzle. We collaborate with one another to understand the impacts of our decisions. We think big — but we know that every detail of our customers’ experience matters.

Focus on Results

		We are all owners of our business results. We set measurable goals, track progress regularly, and hold each other accountable. We aren’t afraid to take big chances and make some mistakes that we’ll learn and grow from — just like our customers do. We keep an entrepreneurial mindset, never settle for how it’s always been done, and keep pushing boundaries until we find a better way forward. We focus our time on impactful work to deliver outstanding results for our customers.

Keep It Simple

		We communicate clearly and directly to make sure our message can be understood with no confusion. We incorporate others’ views, actively listen to new ideas, and embrace inquiry and debate. We value transparent, inclusive, and respectful communication to build and maintain trust with each other and our customers.


18		2026 PROXY STATEMENT LegalZoom.com, Inc.

Human Capital Management

At the Board level, our Compensation Committee has overall responsibility for human capital management related matters. Below are some recent highlights of our human capital management strategies and initiatives.




Growth & Development				Total Rewards

• Anytime, anywhere learning with on-demand courses from LinkedIn Learning available to all full-time Zoomers • Company-wide AI enablement through AI for Zoomers, empowering employees to build AI skills, integrate AI into daily work, and drive more strategic, creative impact with access to best-in-class tools, resources, and a supportive learning community • Customizable Personal Development Plans to support employee career planning and development • Bi-annual check-in conversations to support employee development and performance, reinforced with annual, written performance reviews • Leadership development programs for assistant managers, managers and senior managers (Leadership Academy) and select high-performing group managers and directors (Leadership Accelerator) • Monthly development opportunity for all full-time employees through LegalZoom Growth Series				• Top 10% for “Benefits and Perks Against Similar Sized Companies” on Comparably • Performance-based bonus or incentive program for 100% of employees • Best-in-class holistic wellness benefits, including comprehensive global coverage with at least one no-cost medical plan option available to all employees • 95% of employees are enrolled in our benefits programs • A flexible work environment for non-onsite roles, which enables flexibility to work remotely and collaborate in office • All U.S. employees who work at least 20 hours per week are eligible to participate in our ESPP (1,101 employees were eligible to participate in our most recent offering period)



Employee Engagement

• Received BuiltIn’s “Best Places to Work” awards in 2025 (Austin, Los Angeles and Remote) • Peer-based rewards and recognition program • Bi-annual Zoomie Awards, recognizing top performers and leaders company-wide • 42% of senior leadership team are women and 29% are racially/ethnically diverse • 7 Employee-led Resource Groups open to all employees regardless of their background: Pride Zoomer Alliance Network, Lift Every Voice Black Network, RiseUp Women’s Network, Women in Tech Network, Nos Unimos LatinX Network, Asian American Pacific American Zoomer Association, and LZ Veterans				• Our employee giving program includes volunteerism, donation matching, and our annual Impact Week of giving and service • Employees receive 16 hours paid time off for community service and up to $500 in annual donation matching within our giving platform • Since the launch of our giving platform in 2022, employees have donated over $200,000 to more than 1,700 causes. With LegalZoom matching, the total donated is approximately $449,000 • Over 2,400 community service paid time off hours used by employees in 2025 • Included on Newsweek’s “America’s Greatest Workplaces for Diversity” and “America’s Greatest Workplaces for Women” in 2025


LegalZoom.com, Inc. 2026 PROXY STATEMENT		19

Director Compensation

Eligible Director Compensation Policy

We provide cash and stock compensation to certain non-employee directors for their services as directors or members of committees of the Board of Directors. Our Eligible Director Compensation Policy (the “Policy”) provides fixed annual cash retainer fees and long-term equity compensation awards to each member of our Board of Directors who is not also serving as our employee or as an employee of any of our subsidiaries and is not associated with or nominated by a private equity fund, venture capital fund or other entity that owned shares of our capital stock prior to the effective date of the registration statement filed in connection with our IPO (each, an “Eligible Director”). Additional fixed annual cash retainer fees are paid to Eligible Directors for committee membership and chairperson service.

The Eligible Directors eligible to participate in the Policy are Elizabeth Hamren, Nathan Gooden, John Murphy and Sivan Whiteley. Neil Tolaney is not eligible to participate in the Policy due to being a general partner at TCV. Certain principal features of the compensation provided under the Policy are described in more detail below. The summary is qualified in its entirety by reference to the complete text of the Policy. In addition, the Compensation Committee approved certain changes to the annual cash and equity compensation payable to Eligible Directors effective January 1, 2026. See below under “—2026 Director Compensation” for additional information.

2025 Annual Cash Compensation

The table below sets forth the annual cash compensation amounts payable to Eligible Directors for 2025. These amounts are paid in equal quarterly installments, payable in arrears on the last day of each quarter in which the service occurred. If an Eligible Director joins the Board of Directors or a committee thereof at a time other than effective as of the first day of a quarter, his or her first quarterly installment will be prorated based on days served in the applicable quarter. All annual cash fees are vested upon payment.



Annual Board Service Retainer

All Eligible Directors:		$35,000

Non-Executive Chair of the Board (if any):		$85,000 (inclusive of annual Board service retainer)

Lead Independent Director (if any):		$51,500 (inclusive of annual Board service retainer)

Annual Committee Member (non-Chair) Service Retainer

Audit Committee:		$10,000

Compensation Committee:		$7,500

Nominating Committee:		$5,000

Annual Committee Chair Service Retainer (Inclusive of Committee Member Service Retainer)

Audit Committee:		$20,000

Compensation Committee:		$15,000

Nominating Committee:		$10,000

Prior to the start of each year, an Eligible Director may elect to receive 100% of his or her annual cash compensation for the next year as restricted stock units (“RSUs”) under our 2021 Equity Incentive Plan (the “2021 Plan”) or any successor equity plan for that number of shares equal to (a) the projected annual cash compensation for such Eligible Director for the year based on Board of Director and committee membership as of the first day of such year divided by (b) the average closing price of our common stock, as reported on Nasdaq, over the 30 calendar day period ending five calendar days before the date of grant (the “Share Price”). For 2025, both Mr. Murphy and Mr. Gooden elected to receive their annual cash compensation in the form of RSUs.

We reimburse all of our directors for their travel expenses incurred in attending meetings of our Board of Directors and/or its committees.

2025 Equity Compensation

Without any further action of the Board of Directors, each person who is elected or appointed for the first time to be an Eligible Director will automatically, upon the date of his or her initial election or appointment, as applicable, be granted RSUs for that number of shares of our common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such initial grant will vest in a series of equal annual installments on the first, second and third anniversary of the date of grant, provided in each case that the Eligible Director continues to be an Eligible Director on such vesting date.


20		2026 PROXY STATEMENT LegalZoom.com, Inc.

Without any further action of the Board of Directors, each person who is elected or appointed for the first time to be an Eligible Director on a date other than at an annual meeting of stockholders will automatically, on the date of his or her initial election or appointment to be an Eligible Director, be granted RSUs for that number of shares of our common stock equal to (i) $200,000 multiplied by a fraction, the numerator of which is the number of days between such date of appointment or election and the next June 1, divided by (ii) the Share Price, rounded down to the nearest whole share. Each such pro-rated annual grant will vest in a single installment on the earlier to occur of (a) the close of business on the day before our next annual meeting of stockholders and (b) the next June 1, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Without any further action by the Board of Directors, at the close of business on the date of each annual meeting of our stockholders, each person who is then an Eligible Director will automatically be granted RSUs for that number of shares of common stock equal to $200,000 divided by the Share Price, rounded down to the nearest whole share. Each such annual grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that the Eligible Director continues to be an Eligible Director on such vesting date.

Notwithstanding the foregoing, for each Eligible Director in office as of immediately prior to the closing of a Change in Control (as defined in the 2021 Plan), his or her then-outstanding equity awards granted pursuant to the Policy will become fully vested immediately prior to the closing of such Change in Control.

Eligible Directors are also required to own shares of LegalZoom common stock equal in value to five times his or her annual cash Board retainer as discussed in more detail below under “Eligible Director Stock Ownership Guidelines.”

2025 Non-Employee Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during 2025. Mr. Stibel did not receive any compensation for his service as a director during 2025 and therefore is not included in the table below. The compensation for Mr. Stibel as a named executive officer is set forth below under “Executive Compensation Tables—Summary Compensation Table.”


Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)

Elizabeth Hamren	52,500	209,589	—	262,089

Nathan Gooden	—	263,644	—	263,644

John Murphy	—	288,358	—	288,358

Neil Tolaney⁽³⁾	—	—	—	—

Sivan Whiteley	60,000	209,589	—	269,589

(1)	The amount shown for each director is composed of his or her annual Board service fees, committee service fees and any additional committee chair fees, as applicable. For 2025, both Mr. Murphy and Mr. Gooden elected to receive their annual cash compensation in the form of RSUs.

(2)

Amounts reflect the aggregate grant date fair value of time-vested RSUs granted to the directors during the year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Codification Standard Topic No. 718, Compensation—Stock Compensation (“ASC 718”). These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the award vests. The following table provides information regarding the number of shares of common stock underlying RSUs granted to our non-employee directors that were outstanding as of December 31, 2025:


Name	Stock Awards Outstanding at Year End (#)

Elizabeth Hamren		22,831

Nathan Gooden		40,620

John Murphy		22,831

Neil Tolaney		—

Sivan Whiteley		22,831

(3)	Mr. Tolaney did not receive compensation for his service as director during 2025 due to being a general partner at TCV.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		21

Eligible Director Stock Ownership Guidelines

In November 2022, the Compensation Committee adopted Non-Employee Director Stock Ownership Guidelines (the “Ownership Guidelines”). The Ownership Guidelines require that each Eligible Director own shares of LegalZoom common stock equal in value to five times his or her annual cash Board retainer (but not including any additional retainer paid as a result of service as a Board chair, committee chair or committee member) within five years of the date of adoption of the Ownership Guidelines or, if newly appointed to the Board, within five years of joining the Board. Shares of common stock that count towards satisfaction of the Ownership Guidelines include: (i) shares beneficially owned by the Eligible Director (including shares held by his or her immediate family members or held in trust for the benefit of the Eligible Director or his or her immediate family members), (ii) unvested time-based RSUs, and (iii) any deferred shares, vested deferred stock units or deferred RSUs that may only be settled in shares of LegalZoom common stock.

After the five-year phase-in period for complying with the Ownership Guidelines, if an Eligible Director is not in compliance with his or her ownership requirement as set forth in the Ownership Guidelines, the Eligible Director must retain 100% of his or her net shares received as a result of the vesting of any RSUs granted to the Eligible Director by the Company.

2026 Director Compensation

In consultation with Exequity LLP (“Exequity”), the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews the compensation of our Eligible Directors for continued alignment with comparable companies and sound governance practices. In connection with its 2025 review of the Policy, Exequity performed a benchmarking analysis of our director compensation program against our proxy peer companies. As a result of this analysis and upon Exequity’s recommendation, our Compensation Committee determined to update certain components of our annual director compensation to better align director compensation with the compensation paid to the directors of our peer companies, noting that director compensation had not been updated since 2023.

As a result of the foregoing, the Compensation Committee approved the following changes to our director compensation program, effective January 1, 2026:

•

Increased the annual Board service retainer from $35,000 to $50,000.

•

Added an annual service retainer for membership on the newly established M&A Committee in the amount of $7,500 for a non-Chair member and $15,000 for the Chair.

•

Increased the annual grant of RSUs made in connection with our annual meeting of stockholders from $200,000 to $225,000.


22		2026 PROXY STATEMENT LegalZoom.com, Inc.

Executive Officers

The following individuals constitute our executive officers. The information is current as of the date of this Proxy Statement. Information on the business background of Mr. Stibel is set forth under “Proposal 1: Election of Director.”

Name

Age

Position

Jeffrey Stibel

Chief Executive Officer and Chair of the Board

Nicole Miller

Chief Legal Officer and Secretary

Noel Watson

Chief Operating Officer & Chief Financial Officer


Nicole Miller
		Nicole Miller has served as our Chief Legal Officer since March 2024 and as our Secretary since August 2020. She previously served as our Executive Vice President and General Counsel from June 2020 to March 2024. She also served as our interim Chief People Officer from August 2020 to April 2021. From July 2014 to June 2020, Ms. Miller held various roles at The Honest Company, a consumer goods company, most recently serving as General Counsel. Prior to The Honest Company, Ms. Miller practiced corporate law at the law offices of Cooley LLP and Gibson Dunn & Crutcher LLP. Ms. Miller was a Senate Fellow in the California State Senate from October 2005 to September 2006. Ms. Miller has served on the governing board of Defy Ventures, Inc. since December 2021. Ms. Miller holds a B.A. in humanities from Stanford University and a J.D. from the University of Texas School of Law.

Noel Watson
		Noel Watson has served as our Chief Operating Officer since August 2024 and our Chief Financial Officer since November 2020. From June 2019 to November 2020, Mr. Watson served as Chief Financial Officer at TrueCar, Inc., an automotive pricing and information website for new and used car buyers. From April 2006 to June 2019, Mr. Watson served in various roles at TripAdvisor, Inc., which operates as an online travel company, including as Vice President - Finance and Chief Accounting Officer. Mr. Watson has served on the board of directors of Affirm Holdings, Inc. since September 2022. He previously served on the board of directors of Zynga Inc. from July 2020 to May 2022. Mr. Watson holds a B.S. in accounting from Bryant University.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		23

Compensation Discussion & Analysis

This Compensation Discussion and Analysis describes the material elements of the Company’s executive officer compensation program and analyzes the compensation decisions made for our executive officers included in the Summary Compensation Table below.

Executive Summary

The Company’s executive compensation program is designed to align pay outcomes with Company performance and stockholder value creation, with a significant portion of target compensation delivered as variable, at-risk compensation. For 2025, the Compensation Committee maintained a strong emphasis on performance-based compensation, with annual incentive payouts directly tied to Company financial performance and long-term incentives designed to align executives with stockholder returns. As described in more detail under “—Long-Term Equity Incentive Compensation” below, no equity awards were granted to executive officers in 2025. This reflects the Compensation Committee’s decision in November 2024 to accelerate the annual refresh equity grants for the senior leadership team from their typical March timing to November 2024. This decision was intended to quickly align the senior leadership team to a shared set of performance incentives following the appointment of a new CEO and to strengthen retention during a period of strategic transition. The absence of equity grants in 2025 is a consequence of that timing decision, not a reduction in the overall level of long-term focus or long-term incentive compensation. The Compensation Committee believes the November 2024 grants continued to provide appropriate long-term incentive and retention value throughout 2025, consistent with the Company’s compensation philosophy.

In addition, in 2025, the Company delivered strong financial performance, resulting in an annual incentive payout of 129.7% of target based on the Company’s achievement above target for both of its corporate performance metrics. At the same time, the Compensation Committee carefully considered the outcome of the Company’s 2025 say-on-pay vote, which received approximately 59% support — a meaningful decline from the approximately 81% support received in the prior year. We believe the 2025 say-on-pay result primarily reflects one-time equity awards granted in connection with the CEO transition, along with the acceleration of 2025 equity grants into 2024, which together created a distorted view of annual compensation for our named executive officers. However, in the fall of 2025, we undertook extensive stockholder outreach to better understand investor perspectives. In response to this stockholder feedback, the Compensation Committee implemented several key changes to the executive compensation program for 2026, including the introduction of performance stock units based on multiple performance metrics over a multi-year period, thereby reducing reliance on stock price-only performance metrics and strengthening alignment with stockholder interests. See below under “—Say-on-Pay Vote & Stockholder Engagement” and “—2026 Long-Term Incentive Design” for additional information.

2025 Performance Highlights

In 2025, we maintained disciplined execution across our key focus areas; optimizing our subscription business to drive greater stability in our business, reorienting our go-to-market strategy to improve brand awareness and attract higher- value customers, and advancing our expert platform by leveraging artificial intelligence to augment human expertise. Together, we believe these efforts are building a more resilient, predictable and higher-quality business. Below is a summary of our key achievements:

•

Total revenue was $756.0 million for the year, up 11% compared to 2024.

•

Full-year subscription revenue was $492.5 million, up 13% year-over-year, driven by focus on higher-value customers and differentiated human-in-the-loop service offerings.

•

Full-year transaction revenue was $263.6 million, up 7% year-over-year, driven by our acquisition of Formation Nation in February 2025 and an increase in revenue from annual report filing fees and trademark filings.

•

Net income was $15.4 million, or 2% of revenue, compared to $30.0 million, or 4% of revenue, in 2024.

•

Adjusted EBITDA* was $172.2 million, or 23% of revenue*, compared to $148.1 million, or 22% of revenue, in 2024.

•

These results were supported by several key operational drivers:

^○

We acquired Formation Nation, a value-oriented formation platform, broadening our market reach and strengthening our ability to serve small businesses across a wider range of price points.

^○

We deepened our focus on higher-value customers by refining our brand messaging to emphasize premium services, implementing targeted pricing actions in our compliance offerings, and enhancing product packaging and bundling strategies. These efforts successfully shifted demand toward higher-value SKUs and supported growth in customer lifetime value.

^○

We continued to scale our human-in-the-loop strategy by launching our concierge product suite — white-glove, “Do-It-For-Me” offerings that combine AI-enabled technology with a dedicated concierge manager for business guidance and full-service execution. These solutions enable customers to offload complex legal and compliance needs, which we believe will result in stronger lifetime value and higher-quality customer relationships.


24		2026 PROXY STATEMENT LegalZoom.com, Inc.

^○

We also saw continued strength in our trademark and intellectual property services, supported by our owned law firm, reinforcing our ability to deliver high-value, human-enabled solutions across complex legal needs.

^○

More broadly, we benefited from improved retention and engagement in our compliance offerings, continued growth in products such as virtual mail, and increased contribution from bundled solutions that combine legal, tax, and business services.

•

Cash flows provided by operating activities were $178.2 million for the year ended December 31, 2025 compared to $135.6 million in 2024. Free cash flow* was $147.9 million for the year ended December 31, 2025 compared to $99.9 million in the same period in 2024.

•

We ended the year with cash and cash equivalents of $203.1 million as of December 31, 2025, and no amounts outstanding under our revolving credit facility.

•

During the year ended December 31, 2025 we returned approximately $80 million to stockholders through stock repurchases, repurchasing approximately 8.3 million shares of our common stock at an average price of $9.71 per share. Through consistent share repurchases since our IPO, we’ve reduced our outstanding share count by approximately 10% through December 31, 2025.

Looking ahead, we expect to achieve continued momentum in our business in 2026. We believe LegalZoom is uniquely positioned to deliver the “last mile” of legal services — combining AI-driven insights with human expertise, accountability and execution to deliver real outcomes for entrepreneurs and, over time, more established businesses.

*Adjusted EBITDA, Adjusted EBITDA margin and free cash flow are non-GAAP measures. See Appendix A for definitions of these measures and reconciliations to the most directly comparable measure computed in accordance with GAAP.

Named Executive Officers

Our named executive officers for 2025 were:


Name		Position

Jeffrey Stibel		Chief Executive Officer and Chair of the Board

Noel Watson		Chief Operating Officer & Chief Financial Officer

Nicole Miller		Chief Legal Officer and Secretary

We did not have any other “executive officers” (as defined in Rule 3b-7 under the Exchange Act) during 2025.

Executive Compensation Philosophy and Objectives

Our executive compensation program is designed to achieve the following objectives:

•

Attract, motivate and retain quality executive officers to ensure the success and growth of the Company;

•

Align executive compensation with the Company’s corporate strategies, performance against business objectives and goals and the creation of long-term value for our stockholders; and

•

Incentivize performance and drive accountability that balances short-, mid- and long-term business goals and objectives.

We implement this philosophy by delivering a significant portion of executive compensation in variable, at-risk compensation, including annual cash incentives tied to Company performance and long-term equity incentives that vest based on continued service for RSUs and achievement of performance goals and continued service for performance stock units (“PSUs”). The Compensation Committee emphasizes pay-for-performance alignment by linking realized compensation outcomes to both short-term financial performance and long-term business growth and stockholder value creation. This philosophy is informed by incorporating feedback from ongoing dialogue with our stockholders, and the program changes implemented for 2026 reflect the Compensation Committee’s commitment to remaining responsive to investor perspectives on executive pay design.

Say-on-Pay Vote & Stockholder Engagement

At our 2025 annual meeting of stockholders, stockholders expressed their views on our executive compensation structure via the “say on pay” advisory resolution. The Compensation Committee values the feedback of our stockholders and actively engaged with a substantial subset of stockholders to better understand their perspectives and to help inform our 2026 long-term incentive design.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		25

Following our 2025 annual meeting of stockholders, members of management, together with our Lead Independent Director and the Chair of our Compensation Committee, conducted an extensive stockholder outreach program. We contacted investors representing approximately 47% of our then-outstanding shares, and non-affiliated holders of approximately 18% of our shares agreed to meet with us. These meetings included focused discussion on the results of the Company’s 2025 say-on-pay vote and broader aspects of our executive compensation program. The changes implemented by the Compensation Committee for 2026 directly reflect the feedback received in these meetings, as summarized in the table below:


What We Heard				What We Did in Response

Investors expressed their views that long-term incentive awards tied solely to stock price appreciation may reward executives for general market movements rather than company-specific performance.				For 2026, we removed stock price appreciation as the singular metric for the PSUs in our long-term incentive plan, in favor of two distinct performance metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period.

Investors prefer the use of multiple performance measures in both short- and long-term incentive plans to ensure a more balanced and rigorous assessment of executive performance.				The PSU performance criteria in our 2026 long-term incentive plan was updated to remove stock price hurdles and focus on two metrics — year-over-year revenue growth and relative total stockholder return versus the Nasdaq Composite Index — measured over a multi-year performance period.

Investors noted that long-term plans should maintain rigorous performance metrics, over a sustained period of time, to avoid creating a misalignment between executive pay and stockholder outcomes.				The PSUs in our 2026 long-term incentive plan contain a three-year performance period. In addition, our CEO’s long-term incentive mix has been updated to 70% PSUs and 30% RSUs versus 60% PSUs and 40% RSUs in prior years, to further align with stockholder outcomes and increase at-risk, performance-conditioned compensation.

Investors indicated that one-time (non-sign-on) equity awards should be used sparingly and, when granted, accompanied by clear and fulsome disclosure of their rationale.				No one-time awards were granted to executive officers in 2025 consistent with the Compensation Committee’s commitment to limit one-time awards. The Compensation Committee also reaffirms that it does not intend to make additional off-cycle awards of this nature to the CEO or other executive officers in the near-term absent exceptional circumstances arising.

The Compensation Committee believes these changes directly address stockholder feedback and strengthen the alignment between executive compensation and long-term stockholder value creation. See “ —2026 Long-Term Incentive Design” for additional information on certain changes implemented for 2026.

The Compensation Committee will continue to regularly review the Company’s executive compensation program and maintain an ongoing dialogue with stockholders to ensure alignment with evolving best practices and stockholder expectations, while reinforcing the Company’s focus on long-term value creation.

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee has the authority to determine the amount of compensation paid or awarded to each of the named executive officers. The Compensation Committee evaluates the performance of our named executive officers and other members of our senior management team at least annually and determines compensation levels based on its performance evaluation. The Compensation Committee also approves our short- and long-term executive performance-based incentive plans and policies and is responsible for administering the Company’s equity incentive plan, with authority to approve award grants under the plan.

In performing its duties, the Compensation Committee considers the recommendations of our Chief Executive Officer with respect to the compensation of the other named executive officers, though all final determinations are made solely by the Compensation Committee. Our Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the Compensation Committee regarding his own compensation. All members of the Compensation Committee are independent under applicable Nasdaq rules, and no named executive officer serves on the Compensation Committee.

Role of the Compensation Consultant

Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants and outside service providers and advisors to advise the Compensation Committee with respect to amounts or forms of executive


26		2026 PROXY STATEMENT LegalZoom.com, Inc.

compensation or in carrying out its other responsibilities. Exequity LLP (“Exequity”) served as independent compensation consultant to our Compensation Committee in 2025 and reviewed and advised on various aspects of our executive compensation program, including our compensation peer group, designing our short-term and long-term compensation incentive plans to align with stockholder interests and specific compensation recommendations for our executive officers.

The Compensation Committee was directly responsible for the appointment, compensation and oversight of the work of Exequity. The Compensation Committee assessed the independence of Exequity pursuant to applicable SEC and Nasdaq rules and concluded that no conflict of interest existed with respect to the services to the Compensation Committee of Exequity. Exequity did not perform any services for us, except for compensation-related services on behalf of, and as instructed by, the Compensation Committee.

Peer Group

The Compensation Committee annually reviews the peer group of companies in our industry to assist the committee in making its compensation decisions and makes updates to such peer group as determined necessary or appropriate. Peer companies are selected based on factors including revenue, market capitalization, business model alignment and geographic location. Although the Compensation Committee reviews and discusses the peer company compensation data provided by its compensation consultant to help inform its decision-making process, the Compensation Committee does not set compensation levels at any specific level or percentile against the peer group data. The peer company data is only one point of information taken into account by the Compensation Committee in making compensation decisions.

Our peer group for 2025 consisted of the following companies:


8x8 Inc.	Five9, Inc.	Sprout Social, Inc.
Angi Inc.	Fiverr International Ltd.	Squarespace, Inc.
AppFolio Inc.	GitLab Inc.	Udemy, Inc.
BigCommerce Holdings, Inc.	Guidewire Software, Inc.	Upwork Inc.
BlackLine, Inc.	Intapp, Inc.	Wix.com Ltd.
Box, Inc.	LiveRamp Holdings, Inc.	Yelp Inc.
Chegg, Inc.	PagerDuty, Inc.	Zeta Global Holdings Corp.
Elastic N.V.	Smartsheet Inc.	ZipRecruiter, Inc.
		Zuora Inc.

In preparation for the 2026 executive compensation review and the decisions that the Compensation Committee made and will make with respect to 2026 executive compensation, the Compensation Committee reviewed, with assistance from Exequity, the peer group companies listed above. The Compensation Committee determined it was appropriate to make certain changes to the companies comprising the peer group for 2026 pay and performance comparisons. Specifically, Smartsheet Inc., Squarespace, Inc. and Zuora Inc. were each removed from the 2025 peer group because they were taken private in October 2024, January 2025 and February 2025, respectively. BigCommerce Holdings, Inc. was also removed from the 2025 peer group due to its lack of revenue comparability. Coursera, Inc. was added to the peer group given its relevant business model fit.

Material Elements of Compensation

Our Compensation Committee reviews compensation at least annually for our named executive officers and other members of senior management. In determining the elements of compensation, the Compensation Committee considers market data for comparable roles, individual experience and scope of responsibilities, Company and individual performance, and the need to motivate and retain executives while aligning pay outcomes with stockholder value creation.

To support our pay-for-performance philosophy, the Compensation Committee seeks to maintain an appropriate balance between fixed and variable compensation and to align compensation outcomes with both Company and individual performance. The Compensation Committee does not apply a rigid allocation formula and retains discretion to adjust compensation based on the scope and complexity of each executive’s role and evolving business needs.


LegalZoom.com, Inc. 2026 PROXY STATEMENT		27

The elements of our executive compensation program are summarized in the following table and discussed in more detail below. As discussed under “—Long-Term Equity Incentive Compensation,” our Compensation Committee did not grant equity to our named executive officers in 2025.

Compensation Element

Form

Purpose

Performance Linkage

Base Salary

Cash

Provide a fixed, competitive level of compensation reflecting role, experience and scope of responsibilities

Reviewed annually in connection with performance evaluations

Annual Performance Bonus

Cash

Reward achievement of the Company’s annual financial goals and performance objectives

100% tied to pre-established corporate financial metrics (2025: Total Bookings + Partner Revenue; Adjusted EBITDA)

Long-Term Equity – RSUs

Time-based restricted stock units

Promote retention and alignment with increasing stockholder value over a multi-year period

Vest quarterly over three years; value tied to stock price

Long-Term Equity – PSUs

Performance-based restricted stock units

Align executive compensation with rigorous, pre-established performance goals with long-term stockholder value creation and business growth

Earned only upon the achievement of predetermined stock price goals for the PSUs granted in November 2024.

Updated for 2026: PSUs will only be earned based on revenue growth and relative TSR.

Annual Base Salary

Base salaries for our named executive officers are initially established through arm’s-length negotiations at the time of hiring, taking into account the individual’s qualifications, experience, scope and complexity of responsibilities, and competitive market compensation for similar positions. Base salaries are generally reviewed in January of each year in connection with our annual performance review process, with reference to peer group market data, individual performance, and the scope and complexity of each executive’s responsibilities. No named executive officer is entitled to any automatic base salary increase.

For 2025, the Compensation Committee reviewed each named executive officer’s base salary and determined that no increases were warranted. This determination reflected the Compensation Committee’s assessment that existing salary levels remained competitive relative to the peer group and appropriate given each executive’s scope of responsibilities and individual performance. The Compensation Committee also considered the Company’s broader commitment to managing fixed compensation costs while emphasizing variable, performance-based pay, consistent with the Company’s pay-for-performance philosophy.

The 2025 base salary for each named executive officer, as approved by the Compensation Committee, was as follows:


Name	2025 Base Salary	% Change vs. 2024

Jeffrey Stibel	$575,000	—

Noel Watson	$500,000	—

Nicole Miller	$450,000	—

Annual Performance Bonus Plan

Our named executive officers are eligible to receive an annual incentive bonus under our annual bonus plan, which is administered by our Compensation Committee. Based on input from Exequity, the Compensation Committee designed the structure of the 2025 annual bonus plan to ensure the specific performance measures used were tied to both the Company’s short-term 2025 annual goals and the Company’s longer term strategic priorities, or North Star goals.


28		2026 PROXY STATEMENT LegalZoom.com, Inc.

For 2025, the target annual bonus plan payout amount for each named executive officer was as follows:


Named Executive Officer	Salary ($)	Annual Bonus Target (% of Salary)	Target Payout ($)

Jeffrey Stibel	575,000	100%	575,000

Noel Watson	500,000	75%	375,000

Nicole Miller	450,000	75%	337,500

The overall annual bonus plan payout for each named executive officer was based entirely on pre-established annual corporate performance goals. For 2025, the bonus payout under our annual bonus plan was based on the achievement of two pre-established and equally weighted corporate performance goals: (i) Total Bookings plus Partner Revenue (weighted 50%) and (ii) Adjusted EBITDA (weighted 50%). The Compensation Committee selected Total Bookings plus Partner Revenue and Adjusted EBITDA to provide a balanced assessment of performance, with Total Bookings plus Partner Revenue reflecting the Company’s focus on market expansion and growing its subscription mix and Adjusted EBITDA measuring profitability and operational discipline. Together, these metrics align management incentives with both top-line growth and sustainable earnings performance.

A summary of our 2025 performance goals and our related 2025 results is below:

Performance

Measure

Weight

2025 Performance Goals⁽¹⁾

FY25
Actual

Payout⁽¹⁾

Weighted
Bonus
Funding

Threshold

50%

payout

Target

100%
payout

Maximum

200%
payout

Total Bookings + Partner Revenue

50%

$709.8

$769.9M

$831.4M

$793.1M

118.0%

59.0%

Adjusted EBITDA⁽²⁾

50%

$148.2M

$164.1

$185.3M

$172.2M

141.1%

70.70%

Resulting Bonus Funding % (before any adjustment for achievements vs. North Star goals):

129.7%

(1) The payout for each performance goal assumes proration of achievement between tiers. If the achievement of Adjusted EBITDA was below the 50% payout tier, the entire bonus payout would be zero.

(2) For purposes of our annual bonus plan, Adjusted EBITDA is defined as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 23, 2026.

The foregoing achievement of each pre-established corporate performance goal resulted in a bonus funding of 129.7%, before applying any North Star factor adjustment for achievement against long-term priorities as discussed below. The 129.7% bonus funding is equal to the sum of the weight of each performance measure (expressed as a percentage) multiplied by the percentage payout for each performance measure. The above-target bonus funding reflects the Company’s performance exceeding target levels for both financial performance metrics, which the Compensation Committee believes demonstrate meaningful progress against the Company’s strategic and financial objectives.

Consistent with prior years, the 2025 bonus plan also included a potential 30% upwards or downwards adjustment to the resulting bonus funding payout percentage, which was to be determined by the Compensation Committee based upon achievement of pre-defined long-term strategic priorities, referred to as the Company’s North Star goals. In early 2025, the Compensation Committee set North Star goals that were challenging and considered the Company’s 2025 progress towards long-term strategic goals. Specifically, the 2025 North Star goals included the following: (i) increasing subscription mix; (ii) improving the customer experience; and (iii) realizing M&A synergies. These goals were established at the beginning of the year and evaluated by the Compensation Committee against defined qualitative and quantitative criteria.

Given the Company’s achievements against the foregoing North Star goals met the target expectations set in early 2025, the Compensation Committee determined not to make any upwards or downwards adjustment to the bonus funding percentage. As a result of the foregoing, the bonus pool funding was kept at 129.7% and the payout of each named executive officer’s 2025 annual bonus plan award was calculated as follows:


Named Executive Officer	Target Payout ($)	X	Company Performance Multiplier	=	Bonus Payout ($)
Jeffrey Stibel	575,000		129.7%		745,775
Noel Watson	375,000		129.7%		486,375
Nicole Miller	337,500		129.7%		437,738


LegalZoom.com, Inc. 2026 PROXY STATEMENT		29

Long-Term Equity Incentive Compensation

Our equity awards serve as a long-term incentive and retention tool for our executive officers and reflect the value we place on their contributions to LegalZoom. Since 2023, we have granted a mix of time-based RSUs and PSUs to our executive officers and this approach continues to provide our executive officers with a strong incentive to remain with and build value in LegalZoom over an extended period. The Compensation Committee believes that granting RSU and PSU awards furthers the objectives of our compensation philosophy by motivating strategic financial performance improvement and stockholder returns. By doing so, the interests of our executive officers are closely aligned with our stockholders’ interests.

As part of the annual equity program for our executive officers, the Compensation Committee typically reviews in December of each year the scope and complexity, responsibilities and achievements of our executive officers and the criticality of our executive officers to LegalZoom’s strategic initiatives. The Compensation Committee also reviews the executive officers’ external marketability, unvested equity value and the market competitiveness of their equity awards to assess their retention risk in a competitive talent market. When annual equity awards are granted, they typically consist of 50% RSUs and 50% PSUs based on the target value, other than for Mr. Stibel, whose annual refresh equity grants have consisted of 40% RSUs and 60% PSUs. See “—2026 Long-Term Incentive Design” for changes made to the equity mix for Mr. Stibel in 2026. For PSUs, the Compensation Committee reviews each new PSU design in consultation with its independent compensation consultant with the goal of better aligning our executive compensation program with the long-term interests of our stockholders. This process includes reviewing pay-for-performance and long-term retention mechanisms and ensuring fair and appropriate metrics are selected that we believe will deliver meaningful and increased business value over time. The RSUs vest quarterly over three years, subject to the executive officer’s continuous service through applicable vesting dates as a retention mechanism.

As discussed in our 2025 proxy statement filed with the SEC on April 22, 2025, in November 2024, the Compensation Committee, after discussion with and input from Exequity, determined to grant the annual refresh equity awards to the Company’s senior leadership team in November 2024 instead of March 2025 in order to accelerate alignment between the Chief Executive Officer’s and senior leadership team’s incentive to collectively drive performance against a new shared strategy and to retain the Company’s senior leadership team for the long-term during a critical transition point. As a result of this timing, the Compensation Committee did not grant any equity awards to our executive officers during 2025. The absence of equity grants in 2025 reflects the timing of the Company’s regular annual equity award cycle rather than a reduction in the overall level of long-term incentive compensation. The Compensation Committee believes that the November 2024 grants continued to provide appropriate long-term incentives and retention value for executive officers throughout 2025, consistent with the Company’s compensation philosophy.

Outstanding PSUs

In July and November 2024, the Compensation Committee utilized performance-based equity awards tied to stock price performance to directly align executive compensation with stockholder value creation, as increases in stock price directly reflect returns to stockholders. The Compensation Committee believed that these awards provided a clear and rigorous performance framework, as value would only be realized if stockholders experienced meaningful appreciation in the Company’s stock price. The outstanding PSUs granted to executive officers in 2024 are discussed in more detail below.

2024 Special Sign-On CEO Equity Grants

In July 2024, in connection with the appointment of Mr. Stibel as our CEO, the Compensation Committee granted Mr. Stibel new-hire sign-on PSUs covering a maximum of up to 5,350,318 shares of the Company’s common stock (the “Sign-On PSUs”), which represent 100% at risk compensation. The Sign-On PSUs become eligible to be earned upon the attainment of seven stock price goals over a five-year performance period beginning on July 9, 2024 and, upon certification of achievement of a stock price goal by the Compensation Committee, 50% of any resulting earned Sign-On PSUs will remain subject to time-based vesting as discussed below. As shown in the table below, the stock price goals require significant increases in our stock price from the base price of $7.85 per share.


30		2026 PROXY STATEMENT LegalZoom.com, Inc.

The table below shows a summary of each tranche, including the number of Sign-On PSUs eligible to be earned upon achievement of the applicable stock price goal. As of the date of this Proxy Statement, none of the stock price goals in the table below have been met.


Tranche	Stock Price Goal	Cumulative PSUs Eligible to be Earned	Required Increase from Base Price	Incremental Market Value Added if Stock Price Goal is Achieved⁽¹⁾

1	$11.78	10% of Target	1.5x	$691 million

2	$15.70	33.33% of Target	2.0x	$1.4 billion

3	$19.63	66.66% of Target	2.5x	$2.1 billion

4	$23.55	100% of Target	3.0x	$2.8 billion

5	$27.48	133.33% of Target	3.5x	$3.5 billion

6	$31.40	166.66% of Target	4.0x	$4.1 billion

7	$35.33	200% of Target	4.5x	$4.8 billion
(1) Amounts are calculated based on the Company’s market capitalization as of the date of grant and do not include any additional incremental market value as result of achieving the stock price goals included in the November 2024 PSUs (discussed below).

To earn the shares tied to each tranche of the Sign-On PSUs, the volume-weighted average closing price of our common stock over a consecutive 45-day trading period must equal or exceed the stock price goal for that tranche. Full vesting of the Sign-On PSUs requires 450% stock price appreciation relative to the base price during the five-year performance period. If achievement of a stock price goal is certified by the Compensation Committee, 50% of the earned Sign-On PSUs for the applicable tranche will vest immediately upon such certification and the remaining 50% will vest on the first anniversary of the date of such certification. The Sign-On PSUs are subject to Mr. Stibel’s continued service with the Company through the applicable vesting dates.

November 2024 Stock-Price PSUs

As discussed above, in November 2024, the Compensation Committee granted the annual refresh equity grants to the Company’s executive officers in November 2024 instead of March 2025. Similar to the Sign-On PSUs granted to Mr. Stibel in July 2024, the PSUs granted to the Company’s executive officers in November 2024 are earned only if the Company’s stock price achieves certain pre-determined goals (the “November 2024 PSUs”). The November 2024 PSUs become eligible to be earned upon the attainment of five stock price goals over a three-year performance period beginning on November 15, 2024. As shown in the table below and as with the Sign-On PSUs discussed above, the stock price goals require significant increases in our stock price from the base price of $6.91 per share.

The following table shows a summary of each tranche, including the number of November 2024 PSUs eligible to be earned upon achievement of the applicable stock price goal:


Tranche	Stock Price Goal	Cumulative PSUs Eligible to Be Earned	Required Increase from Base Price	Incremental Market Value Added if Stock Price Goal is Achieved⁽¹⁾

1	$8.75	75% of Target	1.27x	$322 million

2	$10.50	125% of Target	1.52x	$621 million

3	$13.75	200% of Target	1.99x	$1.2 billion

4	$17.25	275% of Target	2.50x	$1.8 billion

5	$20.50	400% of Target	2.97x	$2.4 billion
(1) Amounts are calculated based on the Company’s market capitalization as of the date of grant and do not include any additional incremental market value as result of achieving the stock price goals included in the Sign-On PSUs (discussed above).

The target number of November 2024 PSUs granted to our continuing named executive officers was as follows: Jeff Stibel (911,722), Noel Watson (416,063) and Nicole Miller (271,345).

To earn the November 2024 PSUs tied to each tranche in the table above, the volume-weighted average closing price of our common stock over a consecutive 30-day trading period must equal or exceed the stock price goal. Full vesting of the November 2024 PSUs requires 294% stock p

SEC Form DEF 14A filed by LegalZoom.com Inc.