LegalZoom.com Files 8-K: Agreements, Financials, Equity Sales

TL;DR

LegalZoom dropped an 8-K: new deals, financial updates, and stock sales. Check it out.

AI Summary

On February 10, 2025, LegalZoom.com, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported on its results of operations and financial condition, and disclosed unregistered sales of equity securities. The filing also included Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing provides crucial updates on LegalZoom's financial performance and significant corporate actions, which could impact investor decisions and the company's stock.

Risk Assessment

Risk Level: medium — The filing covers material definitive agreements, financial results, and unregistered equity sales, all of which can carry significant financial and operational risks.

Key Players & Entities

• LegalZoom.com, Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• 001-35618 (company) — SEC File Number
• 954 Villa Street, Mountain View, California 94041 (company) — Principal Executive Offices Address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share LZ The Nasdaq Global Select M
• $64,750,000 — for maximum total cash consideration of $64,750,000 (the "Cash Consideration") and 2,205,44
• $13,125,000 — sideration is subject to a (i) one-year $13,125,000 holdback which serves as recourse for c
• $2,312,500 — eement, and (ii) an additional one-year $2,312,500 holdback, as well as customary adjustme

Filing Documents

• lz-20250210.htm (8-K) — 34KB
• ex21spafinal.htm (EX-2.1) — 837KB
• flamencopressrelease.htm (EX-99.1) — 54KB
• 0001286139-25-000014.txt ( ) — 1228KB
• lz-20250210.xsd (EX-101.SCH) — 2KB
• lz-20250210_def.xml (EX-101.DEF) — 15KB
• lz-20250210_lab.xml (EX-101.LAB) — 26KB
• lz-20250210_pre.xml (EX-101.PRE) — 16KB
• lz-20250210_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 10, 2025, LegalZoom.com, Inc., a Delaware corporation (the "Company"), entered into a stock purchase agreement (the "Purchase Agreement) with Formation Nation, Inc., a Nevada corporation ("Formation Nation"), and each of Zenith Management, LLC ("Zenith") and Trevor Rowley (together, the "Sellers"); Cort Christie, solely in his individual capacity for the purposes of certain sections of the Purchase Agreement; and Cort Christie, in his capacity as Sellers representative. Pursuant to the Purchase Agreement, the Company agreed to acquire from the Sellers 100% of the equity interests in Formation Nation (the "Transaction") for maximum total cash consideration of $64,750,000 (the "Cash Consideration") and 2,205,445 restricted shares of the Company's common stock, par value $0.001 per share (the "Shares"). The Shares are subject to a restricted stock agreement pursuant to which (i) the Shares are subject to a two-year lock-up, with 50% of the Shares to be released from lock-up on each of the first and second anniversary of the Transaction's closing date and (ii) for a two-year period following the closing of the Transaction, Zenith agreed to vote the Shares in a manner consistent with the recommendation of the Company's board of directors in any stockholder vote. The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Cash Consideration is subject to a (i) one-year $13,125,000 holdback which serves as recourse for certain indemnity obligations of the Sellers set forth in the Purchase Agreement, and (ii) an additional one-year $2,312,500 holdback, as well as customary adjustments as set forth in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties, covenants and other obligations and right

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On February 10, 2025, the Company issued a press release announcing certain preliminary financial information for the quarter and year ended December 31, 2024. The preliminary financial information set forth in the press release for the quarter and year ended December 31, 2024 reflects preliminary, unaudited estimates with respect to such results based solely on currently available information, which is subject to change. The Company has not completed its normal quarterly and year-end closing procedures for the quarter and year ended December 31, 2024 and there can be no assurance that final results for the quarter and year-end will not differ from the preliminary financial information included in the press release, including as a result of year-end closing procedures adjustments. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information described in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 10, 2025, the Company issued a press release regarding the Transaction described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act. 2

01 Financial Statements & Exhibits

Item 9.01 Financial Statements & Exhibits. (d) Exhibits . Exhibit Number Description 2.1 Stock Purchase Agreement, dated February 10, 2025, by and among LegalZoom.com, Inc., Formation Nation Inc., Cort Christie, in his individual capacity for the purposes of certain sections thereof, and in his capacity as representative of the stockholders, and the stockholders of Formation Nation Inc. included on the signature pages thereto . 99.1 Press Release of LegalZoom.com, Inc., issued Febru ary 1 0 , 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LegalZoom.com, Inc. Date: February 10, 2025 By: /s/ Nicole Miller Nicole Miller Chief Legal Officer and Secretary 4

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View this 8-K filing on SEC EDGAR