LZ Form 4: Noel Watson Receives 208,031 Performance Rights Tied to Stock Targets

Rhea-AI Filing Summary

Noel Bertram Watson, the Chief Operating Officer & Chief Financial Officer of LegalZoom.com, Inc. (LZ), received certification on September 17, 2025 of 208,031 performance units after the Compensation Committee certified achievement of a second stock price target. The performance units, each convertible into one share, were granted at a $0 price and will vest on November 15, 2025 provided Mr. Watson remains employed through the vesting date.

The performance units may pay out between 75% and 400% of target value depending on LegalZoom's stock-price performance over a three-year performance period. Following these reported transactions, the filing shows Mr. Watson beneficially owned 1,884,457 shares of common stock and 1,144,172 derivative securities relating to performance rights.

Positive

• Compensation tied to performance: Award vests based on stock-price targets, aligning executive incentives with shareholder value
• Transparent certification: Compensation Committee certified achievement and filing discloses vesting date and payout range

Negative

• Potential dilution range: Performance units may vest between 75% and 400% of target, which could materially increase share issuance if higher payouts occur
• Immediate grant at $0: Units were reported with a $0 price, indicating stock-based compensation expense rather than a cash purchase

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation award tied to stock-price performance; materiality is limited but aligns executive pay with shareholder returns.

The grant of 208,031 performance units, certified by the Compensation Committee, is a standard equity-based compensation mechanism linking payout to specified stock-price hurdles over a defined performance period. The award vests subject to continued employment and a performance scale of 75% to 400%, which can meaningfully vary realized dilution and executive pay depending on future share-price outcomes. This disclosure is procedural and transparent, showing committee certification and explicit vesting terms, supporting good governance disclosure practices.

Compensation Analyst

TL;DR: Performance units replace cash or time-based pay and create high leverage to stock performance; payout range is wide, producing variable executive pay.

The instrument is a performance-based award convertible one-for-one into common stock with payout tied to volume-weighted average prices during 30-day windows. A 75%–400% payout corridor creates substantial upside leverage for executives if stock targets are exceeded, while downside protection limits payout to 75% if thresholds are not met. Vesting on November 15, 2025 and certification on September 17, 2025 are explicitly reported, making the timeline clear for modelling potential dilution and expense recognition.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Watson Noel Bertram

(Last) (First) (Middle)

954 VILLA STREET

(Street)

MOUNTAIN VIEW CA 94041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEGALZOOM.COM, INC. [ LZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/17/2025		A		208,031(1)	A	$0	1,884,457	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Rights (November 2024)	(2)	09/17/2025		M			208,031	(2)	11/14/2027	Common Stock	208,031	$0	1,144,172	D

Explanation of Responses:

1. Represents performance units for which the achievement of the second stock price target was certified by the Compensation Committee on September 17, 2025 based on the volume-weighted average closing price of the Issuer's common stock during a consecutive 30-day trading period. The performance units will vest on November 15, 2025, subject to the Reporting Person's continued employment with the Issuer through the vesting date.

2. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. The performance units may vest, if at all, between 75% and 400% of the target grant date value based on the Issuer's common stock achieving certain stock price targets during a 3-year performance period (subject to a 29-trading day extension in certain circumstances). Stock price targets will be achieved based on the volume weighted average closing price of the Issuer's common stock during a consecutive 30-day trading period.

Remarks:

	/s/ Michelle Sparks, Attorney-in-Fact for Noel Bertram Watson	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did LegalZoom (LZ) report for Noel Bertram Watson on Form 4?

The Form 4 reports certification on 09/17/2025 of 208,031 performance units awarded to Noel Bertram Watson, COO & CFO.

When will the awarded performance units vest?

The performance units are scheduled to vest on November 15, 2025, subject to Mr. Watson's continued employment through that date.

How do the performance units convert to shares and what is the payout range?

Each performance unit represents a contingent right to one share and may vest at 75% to 400% of target value based on stock-price targets over a three-year performance period.

How many shares does Mr. Watson beneficially own after the reported transactions?

Following the reported transactions the filing shows Mr. Watson beneficially owned 1,884,457 shares of common stock and 1,144,172 derivative securities relating to performance rights.

What pricing was reported for the acquisition of the performance units?

The performance units were reported at a $0 price on the Form 4.