As filed with the Securities and Exchange Commission on February 26, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933
____________________
LegalZoom.com, Inc.
(Exact name of Registrant as Specified in Its Charter)
____________________
Delaware95-4752856
(State or Other Jurisdiction
of Incorporation)

(IRS Employer
Identification No.)
954 Villa Street
Mountain View, California
94041
(Address of Principal Executive Offices)(Zip Code)
LegalZoom.com, Inc. 2021 Equity Incentive Plan
(Full titles of plans)
Jeffrey M. Stibel
Chief Executive Officer
954 Villa Street
Mountain View, California 94041
(323) 962-8600
(Name, address, including zip code and telephone number, including area code, of agent for service)


Copies to:
C. Thomas Hopkins
John-Paul Motley
Logan Tiari
Cooley LLP
355 South Grand Avenue, 9th Floor
Los Angeles, California 90071
(213) 561-3204
____________________


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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Smaller reporting company☐
Non-accelerated filer☐Accelerated filer☐
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 7(a)(2)(B) of the Securities Act. ☐


INTRODUCTION

This Registration Statement on Form S-8 is filed by LegalZoom.com, Inc., a Delaware corporation (the “Registrant”), pursuant to General Instruction E to Form S-8, to register 8,680,965 additional shares of the Registrant’s common stock, $0.001 par value per share (“LZ Common Stock”), issuable pursuant to future awards that may be granted under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”). In accordance with such instruction, the Registrant hereby incorporates herein by reference the prior Registration Statements on Form S-8 filed by the Registrant with respect to the 2021 Plan on June 30, 2021 (SEC File No. 333-257577), March 24, 2022 (SEC File No. 333-263819), March 1, 2023 (SEC File No. 333-270178) and February 29, 2024 (SEC File No. 333-277513) together with all exhibits filed therewith or incorporated therein by reference.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.
Exhibits.
Exhibit No.
Exhibit Description
4.1
4.2
4.3
5.1*
23.1*
23.2*
24.1*
99.1
107*
____________
*Filed herewith.
2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on February 26, 2025.
LegalZoom.com, Inc.
Date: February 26, 2025By:
/s/ Jeffrey Stibel
Jeffrey Stibel
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey M. Stibel and Noel Watson, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
3

SignatureTitleDate
/s/   Jeffrey Stibel
Chief Executive Officer and Director
February 26, 2025
Jeffrey Stibel(Principal Executive Officer)
/s/   Noel Watson
Chief Operating & Financial Officer
February 26, 2025
Noel Watson(Principal Financial Officer)
/s/   Charles Thomas
Chief Accounting Officer
February 26, 2025
Charles Thomas(Principal Accounting Officer)
/s/ Nathan Gooden
DirectorFebruary 26, 2025
Nathan Gooden
/s/ Elizabeth Hamren
DirectorFebruary 26, 2025
Elizabeth Hamren
/s/ John Murphy
DirectorFebruary 26, 2025
John Murphy
/s/ Neil Tolaney
DirectorFebruary 26, 2025
Neil Tolaney
/s/ Sivan Whiteley
DirectorFebruary 26, 2025
Sivan Whiteley
4
S-8 S-8 EX-FILING FEES 0001286139 LEGALZOOM.COM, INC. Fees to be Paid 0001286139 2025-02-25 2025-02-25 0001286139 1 2025-02-25 2025-02-25 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

LEGALZOOM.COM, INC.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock 457(a) 8,680,965 $ 8.86 $ 76,913,349.90 0.0001531 $ 11,775.43

Total Offering Amounts:

$ 76,913,349.90

$ 11,775.43

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 11,775.43

Offering Note

1

(1) In addition to the number of shares of the common stock, par value $0.001 per share (the "Common Stock"), of the Registrant stated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock. (2) Represents additional shares of Common Stock that were automatically added to the shares reserved for future issuance under the Registrant's 2021 Equity Incentive Plan (the "Plan") pursuant to certain provisions of the Plan that provide for an automatic increase in the share reserve each year in accordance with a formula set forth in the Plan. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock on the Nasdaq Global Select Market on February 20, 2025.




[Cooley LLP Letterhead]

John-Paul Motley
T: +1 323 573 3561
jmotley@cooley.com



February 26, 2025

LegalZoom.com, Inc.
954 Villa Street
Mountain View, California


Re: LegalZoom.com, Inc. – Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to LegalZoom.com, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 8,680,965 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon (i) the Registration Statement and related prospectus, (ii) the Company’s certificate of incorporation, and bylaws, each as currently in effect, (iii) the Plan and (iv) such other records, documents, opinions, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).



LegalZoom.com, Inc.
February 26, 2025
Page 2
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

COOLEY LLP

By: /s/ John-Paul Motley
John-Paul Motley


Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of LegalZoom.com, Inc. of our report dated February 26, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in LegalZoom.com, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 26, 2025


v3.25.0.1
Submission
Feb. 25, 2025
Submission [Line Items]  
Central Index Key 0001286139
Registrant Name LEGALZOOM.COM, INC.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 25, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Rule 457(a) true
Security Type Equity
Security Class Title Common Stock
Amount Registered | shares 8,680,965
Proposed Maximum Offering Price per Unit 8.86
Maximum Aggregate Offering Price $ 76,913,349.90
Fee Rate 0.01531%
Amount of Registration Fee $ 11,775.43
Offering Note (1) In addition to the number of shares of the common stock, par value $0.001 per share (the "Common Stock"), of the Registrant stated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock. (2) Represents additional shares of Common Stock that were automatically added to the shares reserved for future issuance under the Registrant's 2021 Equity Incentive Plan (the "Plan") pursuant to certain provisions of the Plan that provide for an automatic increase in the share reserve each year in accordance with a formula set forth in the Plan. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock on the Nasdaq Global Select Market on February 20, 2025.
v3.25.0.1
Fees Summary
Feb. 25, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 76,913,349.90
Total Fee Amount 11,775.43
Total Offset Amount 0.00
Net Fee $ 11,775.43
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