LZ 10-K report for 2025-12-31

LegalZoom.com, Inc. (LZ) filed its Form 10‑K for fiscal year ended December 31, 2025. Filing confirms Nasdaq listing (LZ), corporate HQ (Mountain View, CA), aggregate market value of non‑affiliate voting stock ~$1.3 billion as of 6/30/2025 (closing price $8.91), and 172,922,380 shares outstanding as of 2/13/2026. The filing includes a business overview (LegalZoom’s online legal and small‑business services platform), disclosure that ~65% of 2025 revenue was subscription‑based, the acquisition of Formation Nation (Feb 2025), and a Summary of Risk Factors.

LZ 10-K report for 2025-12-31 lz-20251231 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from   to Commission file number 001-35618 LegalZoom.com, Inc. (Exact name of registrant as specified in its charter) ___________________________________ Delaware 95-4752856 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 954 Villa Street , Mountain View , California 94041 (Address of Principal Executive Offices, including Zip code) ( 323 ) 962-8600 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share LZ The Nasdaq Global Select Market Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ☒  No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   ☐  No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No  ☐  Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No  ☐  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☒ Accelerated filer   ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   ☐   No   ☒ The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2025, based on the closing price of $8.91 for shares of the Registrant’s common stock as reported by the Nasdaq Global Select Market, was approximately $ 1.3 billion. The determination of affiliate status for purposes of calculating the aggregate market value of our voting stock held by non-affiliates is not necessarily a conclusive determination for other purposes. The registrant had outstanding 172,922,380 shares of common stock as of February 13, 2026 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. The Definitive Proxy Statement will be filed with the SEC within 120 days of the Registrant’s fiscal year ended December 31, 2025. Table of Contents TABLE OF CONTENTS Page Part I Item 1. Business 2 Item 1A. Risk Factors 11 Item 1B. Unresolved Staff Comments 31 Item 1C. Cybersecurity 30 Item 2. Properties 33 Item 3. Legal Proceedings 33 Item 4. Mine Safety Disclosure Management's Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 56 Item 8. Financial Statements and Supplementary Data 57 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 100 Item 9A. Controls and Procedures 100 Item 9B. Other Information 100 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 101 Part III Item 10. Directors, Executive Officers and Corporate Governance 102 Item 11. Executive Compensation 102 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13. Certain Relationships and Related Transactions, and Director Independence 102 Item 14. Principal Accountant Fees and Services 102 PART IV Item 15. Exhibits and Financial Statement Schedules 103 Item 16. Form 10-K Summary 104 Signatures 105 i Table of Contents Forward-Looking Statements This Annual Report on Form 10-K 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, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Annual Report on Form 10-K 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. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, our business strategy and our objectives for future operations. The forward-looking statements in this Annual Report on Form 10-K 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, those factors discussed below under “Summary of Risk Factors” and in Part I, Item 1A, “Risk Factors” in this 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, or SEC . The forward-looking statements in this Annual Report on Form 10-K are based upon information available to us as of the date of this Annual Report on Form 10-K, 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. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to this Annual Report on Form 10-K with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Annual Report on Form 10-K, whether as a result of any new information, future events or otherwise. Summary of Risk Factors Our business involves significant risks and you are urged to carefully consider the risks discussed under Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K prior to making an investment in our common stock. These risks include, but are not limited to, the following: • Our business primarily depends on business formations. • Our business depends substantially on our customers expanding their use of our platform, including our transactional customers converting to subscribers and our subscribers renewing their subscriptions with us. • Failure to effectively manage our growth could adversely impact our business. • Our future quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict. • We have a history of net losses and we may not be able to maintain profitability. • If we fail to provide high-quality products and services that meet our customers’ expectations, we may not be able to attract and retain customers. • If we do not continue to innovate and provide a platform that is useful to our customers, we may not remain competitive, and our results of operations could suffer. • The legal solutions market is highly competitive and our failure to effectively compete successfully could materially and adversely affect our business, results of operations, financial condition and future prospects. ii Table of Contents • Our business depends on our brand and reputation, which could be adversely affected by numerous factors. • We are incorporating artificial intelligence into some of our offerings, which may present compliance risks and reputational risks. • If our marketing efforts are unsuccessful, our business, results of operations, financial condition and future prospects may be adversely affected. • We depend on top talent, including our senior management team, to grow and operate our business, and if we are unable to hire, retain or motivate our employees, we may not be able to grow or operate effectively, which may adversely affect our business and future prospects. • Our business and success depend in part on our strategic relationships with third parties, including our partner ecosystem, and our business may be harmed if we fail to maintain or expand these relationships. • Our reliance on third-party providers could adversely affect our business. • The acquisition of Formation Nation and any future acquisitions or investments may divert management’s attention, result in additional dilution or adversely affect our operating results. • If we are unable to maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline. • Our business and services subject us to complex and evolving U.S. and foreign laws and regulations and any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits, and prosecutions, as well as changes in our service offerings, potential liabilities, or additional costs. Note Regarding Third-Party Information This Annual Report on Form 10-K includes market data and certain other statistical information and estimates that are based on reports and other publications from independent third-party sources, as well as management's own good faith estimates and analyses. We believe these third-party reports to be reputable, but have not independently verified the underlying data sources, methodologies, or assumptions. The reports and other publications referenced are generally available to the public and were not commissioned by LegalZoom. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. iii Part I 1 Item 1. Business Overview LegalZoom is a leading online platform for legal services, transforming how individuals and small businesses navigate the legal system. By combining intuitive technology with access to experienced attorneys—whether through our vast independent attorney network or our own law firm—we offer the tools and guidance people need to confidently manage everything from business formation and compliance to intellectual property protection and ongoing business management and legal support. Our ongoing business management services include virtual mail, legal forms, bookkeeping and estate planning services, among others. We operate across all 50 states and in over 3,000 counties in the U.S. With over two decades of experience and millions of customers served, LegalZoom helps individuals and small businesses navigate legal needs with confidence. In February 2025, we acquired Formation Nation, Inc., or Formation Nation, a small business service company. Formation Nation provides services ranging from white-glove business formation and compliance offerings under its Nevada Corporate Headquarters (NCH) business to low-cost business formations under its flagship Inc Authority brand. Our Customers and Solutions As of June 30, 2025. there were over 36 million U.S. small businesses in operation, and millions of new small businesses are formed in the U.S. every year. Many small businesses operate without forming a legal entity, unintentionally introducing financial risk to the owners’ personal assets. The businesses that recognize that risk upfront often struggle to address it. Once they understand the need to be protected, they often do not know what to do, where to turn or how much it will cost to get help. Further, even when formed properly, small businesses often fail to comply with ongoing compliance requirements, thereby reintroducing personal liability or facing significant financial and operational risk. Per the U.S. Chamber of Commerce Small Business Index (Q4 2025), 44% of small businesses say that compliance requirements make it harder to grow their business. Our solutions aim to simplify these complex legal and regulatory tasks, remove friction, and enable small business owners to focus on running and growing their businesses. We aim to service a broad range of small business owners, from first-time formers to seasoned small business owners. We provide a mix of transaction and subscription offerings relevant for new and existing small businesses to solve their legal, compliance and business management needs. Our services range from technology-enabled do-it-yourself, or DIY, offerings to emerging full-service do-it-for-me, or DIFM, solutions led by concierge managers and attorneys. Our small business customers’ initial purchase is typically a business formation product that streamlines the process of starting a business. After business formation, we aim to deepen our relationship with our customers by providing ongoing legal, compliance and business management support throughout the lifecycle of their business. For example, our customers can purchase a legal advisory subscription to receive additional legal support for their small business needs, subscribe to our compliance concierge offering for complete management of business compliance requirements, or complete a one-time transaction to register their company name and/or logo as a trademark. The recurring revenue gained through subscription services and additional purchases from existing customers during the lifecycle of their business allows us to increase customer lifetime value. For the year ended December 31, 2025, approximately 65% of our revenue was derived from subscriptions. See below under “ Our Products and Services ” for additional information regarding our transaction products and subscription offerings. We believe we earn our customers’ trust and drive significant organic traffic through our brand name recognition and reputation. Our small business customers’ initial purchase is typically a business formation product that streamlines the process of starting a business. As of December 31, 2025, we had formed over 5.0 million businesses since our inception. Our position at business formation gives us unparalleled knowledge of our customers’ needs, oftentimes prior to the business being operational or discoverable by other service providers. We leverage this valuable knowledge and our position as a small business’ first advisor to introduce our customers to the most relevant business solutions to help them manage other aspects of their business. We are also beginning to expand our customer funnel to reach current small business owners who are not yet a part of the LegalZoom ecosystem. As of June 30, 2025, there were approximately 36 million U.S. existing small businesses who were required to remain compliant with federal and state laws in order to remain operational and we can help them mitigate the risk, cost and time invested in managing these requirements. 2 Our Platform, Experts and Human Support As more businesses are created, the need for a trusted legal and compliance partner only grows, and we believe that our combination of technology and human assistance helps our customers stay compliant, protected, and confident over time. Our technology platform. Our technology platform combines the power of technology, artificial intelligence, or AI, and human expertise to demystify and simplify complicated processes, creating user-friendly experiences for our customers. Our proprietary technology, including AI-enabled workflow and decisioning tools, enables us to automate many complex legal and compliance processes and offer solutions at transparent, Item 1A. Risk Factors 11 Item 1B. Unresolved Staff Comments 31 Item 1C. Cybersecurity 30 Item 2. Properties 33 Item 3. Legal Proceedings 33 Item 4. Mine Safety Disclosures 33 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. [ Reserved ] 35 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 56 Item 8. Financial Statements and Supplementary Data 57 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 100 Item 9A. Controls and Procedures 100 Item 9B. Other Information 100 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 101 Part III Item 10. Directors, Executive Officers and Corporate Governance 102 Item 11. Executive Compensation 102 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13. Certain Relationships and Related Transactions, and Director Independence 102 Item 14. Principal Accountant Fees and Services 102 PART IV Item 15. Exhibits and Financial Statement Schedules 103 Item 16. Form 10-K Summary 104 Signatures 105 i Table of Contents Forward-Looking Statements This Annual Report on Form 10-K 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, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Annual Report on Form 10-K 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. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, our business strategy and our objectives for future operations. The forward-looking statements in this Annual Report on Form 10-K 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, those factors discussed below under “Summary of Risk Factors” and in Part I, Item 1A, “Risk Factors” in this 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, or SEC . The forward-looking statements in this Annual Report on Form 10-K are based upon information available to us as of the date of this Annual Report on Form 10-K, 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. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to this Annual Report on Form 10-K with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Annual Report on Form 10-K, whether as a result of any new information, future events or otherwise. Summary of Risk Factors Our business involves significant risks and you are urged to carefully consider the risks discussed under Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K prior to making an investment in our common stock. These risks include, but are not limited to, the following: • Our business primarily depends on business formations. • Our business depends substantially on our customers expanding their use of our platform, including our transactional customers converting to subscribers and our subscribers renewing their subscriptions with us. • Failure to effectively manage our growth could adversely impact our business. • Our future quarterly results of operations may fluctuate significantly due to a wide range of factors, which ma

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