lif-20260416

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐			Preliminary Proxy Statement
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☒			Definitive Proxy Statement
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☐			Soliciting Material under § 240.14a-12

Life360, 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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☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of 2026 Annual Meeting of Stockholders and Proxy Statement

Virtual Meeting ‖ May 28, 2026 at 3:00 p.m. Pacific Time (May 29, 2026 at 8:00 a.m. Australian Eastern Time) ‖ www.virtualshareholdermeeting.com/LIF2026

This proxy statement and form of proxy are first being sent and made available to stockholders on or about April 16, 2026.

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			Page
STOCKHOLDER LETTERS			1
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			4
PROXY STATEMENT SUMMARY			5
PROPOSAL 1 ELECTION OF DIRECTORS			7
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Independence of the Board of Directors			11
Board Leadership Structure			11
Role of the Board in Risk Oversight			11
Meetings of the Board of Directors			12
Information Regarding Committees of the Board of Directors			12
Communications with the Board of Directors			15
Stockholder Engagement			16
Code of Business Conduct and Ethics			16
Corporate Governance Guidelines			16
Clawback Policy			16
Insider Trading Policy			16
Stock Ownership			17
PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION			18
PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
Principal Accountant Fees and Services			19
Pre-Approval Policies and Procedures			19
EXECUTIVE OFFICERS			21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			22
DELINQUENT SECTION 16(a) REPORTS			24
EXECUTIVE COMPENSATION			25
Compensation Discussion and Analysis			25
2025 Summary Compensation Table			41
2025 Grants of Plan-Based Awards			42
Outstanding Equity Awards at 2025 Fiscal Year End			43
2025 Option Exercises and Stock Vested			45
Potential Payments and Benefits Upon Termination or Change in Control			45
CEO Pay Ratio			47
Pay Versus Performance			49
Director Compensation			54
EQUITY COMPENSATION PLAN INFORMATION			56
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			57
Related Person Transactions Policy and Procedures			57
Certain Related Person Transactions			57
HOUSEHOLDING OF PROXY MATERIALS			58
OTHER MATTERS			59
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			59
This proxy statement contains forward-looking statements. All statements other than statements of historical or current facts made in this document are forward-looking. Forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections, are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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Executive Chairman's Letter to Stockholders

Fellow Stockholders,

Life360's mission is to keep people close to the ones they love. That mission was born nearly two decades ago from a simple and painful observation: when disaster strikes, families struggle to find each other. Today, nearly 96 million people around the world rely on Life360 every day. We are proud of how far we have come, and even more energized by how much further we intend to go.

2025 Performance

2025 was a landmark year. We delivered record revenue growth, record subscriber net additions, and our first full year of positive net income in company history. Adjusted EBITDA more than doubled. We launched Pet GPS across five global markets, closed the Nativo acquisition to build a full-stack advertising platform, and exited the year with a substantially stronger balance sheet to invest in what comes next.

Strategy

Life360 continues to execute against four core strategic priorities:

•Growing Our Audience: Our free member base is the foundation of everything we build. The majority of our members find us through word of mouth, and even in our most mature markets we continue to grow. With 16% penetration in the U.S. and low single digits internationally, the vast majority of our addressable market remains ahead of us. Growing free users is not just a precursor to monetization. It is the strategy.

•Scaling Paid Offerings: Paying Circles grew 26% in 2025, driven by improved conversion and the deepening value of our premium tiers. Pet GPS extends our subscription model into an entirely new life stage, and international markets represent a significant multi-year monetization runway as they mature.

•Creating New Revenue Streams: The Nativo acquisition transforms our advertising business into a full-stack platform. The U.S. digital advertising market exceeds $400 billion, with more than $100 billion flowing across the open web and connected TV where Life360's first-party family location data offers brands targeting and real-world measurement that simply does not exist elsewhere.

•Expanding Profitability: Achieving our first full year of positive net income was a milestone years in the making, reflecting both the power of our freemium model and the discipline of our team. Adjusted EBITDA margin expanded from 12% in 2024 to 19% in 2025, and we remain on a clear path toward our long-term target of 35% and beyond.

Our Company

Behind every metric is a family that relied on Life360 when it mattered most. In 2025, our members drove 611 billion miles with Life360 crash detection active, and received 85 billion safe arrival notifications. These numbers are a reminder of why we exist and of how much responsibility we carry.

AI and the Road Ahead

Every board and investor is asking which side of the AI disruption line their companies are on. For Life360, the answer is unambiguous. Our use case cannot be disrupted because it is anchored in real people moving through the physical world. Software cannot replace your child, your spouse, or your pet. Our real-time location data cannot be scraped by a language model. It must be collected continuously from real humans at scale, which makes it more scarce and more valuable as AI advances, not less. That is the defensive case. The offensive case is equally compelling. AI is our most important product innovation lever. It enables us to move from a platform that informs families to one that anticipates their needs, and to build experiences that were simply too complex to deliver before. My focus is on ensuring we move quickly and ambitiously on that opportunity. We are well-positioned to lead the next shift in how families interact with technology, just as we led the last one.

I am grateful to Lauren Antonoff for her outstanding leadership as CEO, to the entire Life360 team for an exceptional 2025, and to my fellow Board members for their continued guidance. It is a privilege to serve as Executive Chairman as we enter this next chapter. Life360 has never been better positioned for what lies ahead.

Sincerely,

Chris Hulls

Co-Founder and Executive Chairman

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CEO's Letter to Stockholders

Dear Stockholders,

As I reflect on 2025 and look ahead to the future, I am proud to share that Life360 has achieved a landmark year. We delivered record-breaking results, made significant progress building our family super app platform, and completed a leadership transition that positions us well for the next chapter of growth. We remain in the early stages of an enormous opportunity. The world's families need the connection, coordination, and safety that we offer, and we are just beginning to realize our potential to keep people close to the ones they love, delivering peace of mind at a global scale. I am honored to lead this company as CEO, and I am grateful to Chris Hulls for the foundation he built over nearly two decades and for his continued partnership as Executive Chairman.

2025 Performance and Achievements

In 2025, Life360 reported consolidated revenue of $489.5 million, representing 32% year-over-year growth. Our Monthly Active Users grew to approximately 95.8 million, and Paying Circles reached 2.8 million, both all-time highs. Most significantly, we delivered our first fully profitable year in company history, with annual net income exceeding $32 million excluding a one-time non-cash tax benefit. Adjusted EBITDA more than doubled to $93.2 million, with margin expanding from 12% in 2024 to 19% in 2025. A 60 NPS score, among the highest of any consumer app, reflects the genuine and lasting value Life360 delivers to families every day.

Beyond the financial results, 2025 was a year of meaningful platform progress. We launched Life360 Pet GPS, our first fully in-house designed GPS device, simultaneously across five global markets. The early response exceeded expectations, selling out in most regions within days of launch. We are now shifting our manufacturing and optimizing our go-to-market as we prepare to scale later in 2026. Alongside the device, we introduced our community-powered Pet Finder Network, which now has nearly five million pets registered. Together, these initiatives extend our relevance to earlier and later life stages and deepen the value we offer families across the platform.

We also made significant progress building our advertising business. The acquisition of Fantix's advertising unit brought AI-powered targeting and measurement capabilities in-house, enabling us to launch Place Ads and Uplift, products that help brands reach families in real-world moments. And in January 2026, we closed the acquisition of Nativo, creating a full-stack advertising platform with Fortune 500 advertiser relationships and thousands of publisher integrations. These investments are transforming advertising from an early-stage initiative into a high-margin, scalable revenue engine. Our proprietary first-party location data is central to this opportunity and integral to the broader ecosystem of partnerships we are building to create value for members, advertisers, and partners alike.

Our Strategy Roadmap for 2026

As we enter 2026, our strategic goals remain clear: reach 150 million MAUs, surpass $1 billion in annual revenue, and achieve a 35% Adjusted EBITDA margin, while becoming the number one brand that makes everyday family life better. To get there, we remain focused on four core priorities.

1. Growing Our Audience

Our freemium model is the foundation of our growth strategy, and the majority of our members discover Life360 through word of mouth and referrals. Product innovation is our primary growth engine. Features like No Show Alerts, Driver Reports, and deep device integration create compounding value that drives organic adoption and retention. Marketing complements and amplifies this by building brand awareness and accelerating conversion. In 2026, we are targeting 20% MAU growth for the full year. Internationally, we remain significantly underpenetrated, with average penetration in the low single digits compared to 16% in the U.S., representing a vast and largely untapped opportunity across markets at very different stages of the growth curve.

2. Scaling Paid Offerings

Paying Circles grew 26% in 2025, driven by improved conversion, stronger retention, and the increasing value families find in our premium tiers. Pet GPS launched exclusively through direct and online channels and requires a paid membership, reinforcing our model of using hardware to drive subscription growth. Nearly 70% of U.S. households have a pet, and pets often enter families before children do, extending Life360's relevance across more life stages and for longer.

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International ARPPC remains 40 to 50% below U.S. levels, representing a multi-year runway of natural monetization upside as those markets mature.

3. Creating New Revenue Streams

Advertising represents a transformational opportunity for Life360, and 2026 is the year we scale it in earnest. With Nativo, we now reach over 95% of ad-eligible adults in the U.S. across thousands of publishers, well beyond our in-app audience alone. Our first-party family location data powers targeting and real-world measurement that brands cannot access elsewhere. Over the long term, we believe advertising revenue can rival the scale of subscriptions, ensuring that every family can access Life360 in the way that works best for them.

4. Expanding Profitability

2025 marked a milestone we have been building toward for years. For the first time in company history, Life360 delivered a full year of positive net income, and Adjusted EBITDA more than doubled year over year to $93.2 million. This reflects the fundamental strength of our freemium model and the operating discipline we have built over many years. We enter 2026 with continued momentum, guiding to Adjusted EBITDA of $128 to $138 million, representing approximately 20% margin and another important step on our multi-year path toward 35% and beyond.

Looking to the Future

We enter 2026 as a stronger, more diversified company, with people, pets, and things now connected on a single map and a growing ecosystem of software, hardware, advertising, and data capabilities that no competitor can replicate. That foundation puts us in a compelling position as AI reshapes how families interact with technology. Our confidence in the AI opportunity starts with a simple truth: our use case is durable because we help real families as they move through the physical world in real time. What excites me as CEO is what AI enables us to build on top of that foundation. Our real-time, continuous location data grows more scarce and more valuable as AI advances. And AI enables us to evolve from a platform that informs to one that anticipates, doing the hard work for families and surfacing what matters before they have to ask. With organization-wide AI adoption now approaching 95%, we are already building faster and working more efficiently, and we are just getting started. Just as Life360 was founded on the recognition that mobile would transform how families stay connected, we intend to lead the charge in helping families navigate this next great shift.

I am deeply grateful to our employees, members, partners, and stockholders for their trust and support. The opportunity before us is immense, and I have never been more confident in our ability to deliver on it.

Sincerely,

Lauren Antonoff

Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 28, 2026 (U.S.) and Friday, May 29, 2026 (Australia)

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of LIFE360, INC., a Delaware corporation (the “Company”). The meeting will be held on Thursday, May 28, 2026, at 3:00 p.m. Pacific Time (Friday, May 29, 2026, at 8:00 a.m. Australian Eastern Time) as a virtual meeting conducted entirely online. The meeting will be held for the following purposes, as more fully described in the enclosed proxy statement:

1.To elect the four Class I directors named in this Proxy Statement to serve for a term expiring at the 2029 annual meeting of stockholders.

2.To conduct an advisory, non-binding vote to approve the compensation of the Company’s named executive officers.

3.To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

4.To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

Holders of record of Common Stock as of Thursday, April 9, 2026, at 2:00 a.m. Pacific Time (Thursday, April 9, 2026, at 7:00 p.m. Australian Eastern Time) (the "Record Date") will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/LIF2026 and entering the 16-digit Control Number distributed with these proxy materials. Holders of CHESS Depositary Interests (“CDIs”) (representing the underlying shares of Common Stock) as of the Record Date (such holders, “CDI Holders”) will be able to attend the Annual Meeting and submit questions by visiting the website above and logging in as a guest, but will not be able to vote during the Annual Meeting via the virtual online facility. Please refer to the additional logistical details and recommendations in the accompanying proxy statement (the “Proxy Statement”).

Further details regarding how holders of Common Stock and CDIs can vote are set out in this Proxy Statement.

By Order of the Board of Directors,

Matthew Cullen

General Counsel and Corporate Secretary

San Mateo, CA

April 16, 2026


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2026 The proxy statement and the Company’s fiscal year 2025 Annual Report on Form 10-K are available online on our website at investors.life360.com, free of charge.

You are cordially invited to attend the meeting online. Whether or not you expect to attend the annual meeting, please complete, date, sign and return the proxy or CDI Voting Instruction Form mailed to you if one was mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, holders of record of Common Stock may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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PROXY STATEMENT SUMMARY

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 28, 2026 at 3 p.m. Pacific Time ( Friday, May 29, 2026 at 8:00 a.m. Australian Eastern Time)

Virtual Meeting Site: www.virtualshareholdermeeting.com/LIF2026

Record Date: April 9, 2026 2:00 a.m. Pacific Time (7:00 p.m. Australian Eastern Time)

MEETING AGENDA

Proposals

Page

Board Recommendation

Election of four Class I directors named in the proxy statement to serve for a term expiring at the 2029 annual meeting of stockholders.

FOR all Director nominees

An advisory, non-binding vote to approve the compensation of the Company's named executive officers.

FOR

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026

FOR

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors (the "Board") is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. The Board presently has ten members. There are four directors in Class I whose term of office expires in 2026. Each of the nominees listed below in this Proxy Statement is currently a director of Life360, Inc. (the "Company"), and, as nominated by our Board of Directors and at the recommendation of our Corporate Governance and Nominating Committee, have been nominated for re-election to serve as Class I directors. If elected at the 2026 Annual Meeting of Stockholders (the "Annual Meeting"), each of these nominees would serve for a term expiring at the 2029 annual meeting. Each director will hold office until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to encourage directors and director nominees to attend the Annual Meeting. All of the directors attended the 2025 Annual Meeting of Stockholders.

Directors are elected by a plurality of the votes cast on the election of directors by holders of shares present at the meeting or represented by proxy. Accordingly, the four nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the four nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.

When considering Board composition and evaluating director candidates, our Corporate Governance and Nominating Committee takes into account a variety of skills, experiences, and personal qualities relevant to our business and future market opportunities, including advertising and ad technology within consumer-facing, privacy-first environments; scaling consumer and ad technology platforms, including AI capabilities; consumer subscription business models and growing large free user bases; and U.S. public company finance, accounting, and audit experience. The Corporate Governance and Nominating Committee also considers each candidate's independence, integrity, diversity of background and perspective, and ability to exercise sound business judgment, and evaluates the overall composition and collective expertise of the Board as a whole rather than requiring any individual director to satisfy all criteria. We believe our current directors provide an appropriate mix of experience and skills to support Life360's mission as a company dual-listed on Nasdaq and the ASX.

The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting

Lauren Antonoff

Age: 55

Director since 2025

Ms. Antonoff has served as Life360’s Chief Executive Officer and Board member since August 2025. Ms. Antonoff previously served as Life360’s Chief Operating Officer from May 2023 to August 2025. Prior to joining Life360, Ms. Antonoff served on the Board of Directors of Momentive Global Inc. from August 2022 to May 2023. Ms. Antonoff served as President, Independents at GoDaddy Inc., an internet domain registrar and web hosting company, from November 2019 to January 2022. Previously, she served as Senior Vice President & General Manager, Presence and Commerce at GoDaddy from March 2015 to November 2019. Prior to GoDaddy, Ms. Antonoff spent over 18 years at Microsoft Corporation, a computer software company, serving in various product manager roles culminating as Director, Program Management for SharePoint. Ms. Antonoff received a Bachelor of Arts in Rhetoric and Political Science from the University of California, Berkeley.

Key Skills and Qualifications:

Ms. Antonoff was selected to serve on the Board due to her extensive executive leadership experience, including her service as Chief Executive Officer and Chief Operating Officer of the Company, and her deep expertise in consumer technology, track record of product innovation, and scaling global technology businesses.

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Mark Goines

Age: 72

Director since 2019

Mr. Goines has served as a member of Life360’s Board since April 2019 and as the Lead Independent Director since August 2025. Mr. Goines served as the Vice Chairman of Personal Capital Corporation from June 2016 to September 2020 and as its Chief Marketing Officer and Chief Strategy Officer from January 2012 to September 2020. He currently serves on the boards of several private technology and app building companies, including Odeko, LLC, Ascend Credit, Inc., Candex Solutions Inc., Human Interest, Inc., Chocolate Holdings LLC and Bloom Credit Inc. He previously served on the board of BillFloat, Inc. Mr. Goines earned his Bachelor of Science and Master of Business Administration from the University of California, Berkeley.

Key Skills and Qualifications:

Mr. Goines was selected to serve on the Board due to his executive experience and industry expertise gained from serving on the boards of multiple growth-focused technology and app-building companies.

Alex Haro

Age: 40

Director since 2008

Mr. Haro co-founded Life360, has served as a member of Life360’s Board since August 2008 and previously served as Life360’s President from June 2014 to January 2020 and Chief Technology Officer from August 2008 to December 2020. Since October 2021, he has served as a board member and Chief Executive Officer for Hubble Network Inc. In January 2020, Mr. Haro co-founded and currently serves a board member of MyMoneyKarma Infomatics India Private Limited. In 2015, Mr. Haro was recognized by Forbes 30 Under 30 in Consumer Technology. Prior to Life360, he worked on Orbited. Mr. Haro studied Computer Science at Pomona College.

Key Skills and Qualifications:

Mr. Haro was selected to serve on the Board due to his institutional knowledge as a Co-Founder and former Chief Technology Officer, as well as his extensive technology industry experience.

Randi Zuckerberg

Age: 44

Director since 2021

Ms. Zuckerberg has served as a member of Life360’s Board since January 2021. Ms. Zuckerberg is an investor and advisor to more than 20 early- and mid-stage companies. She serves as a member of the boards of several companies including Athena Technology Acquisition Corp. II (NYSE: ATEK), a special purpose acquisition company, Go Noodle, Inc. and the New York Road Runners, a nonprofit organization. She previously served on the board of The Motley Fool, LLC until June 2025. Additionally, she has served as a strategic advisor to Open Deal Portal LLC (d/b/a Republic) since February 2021 and OkCoin, Inc. since September 2021. Over the course of her career, she has helped families navigate the digital world. Through the company she founded in 2012, Zuckerberg Media, she has created award-winning content and experiences that educate families and bring to light issues around digital literacy and safety. Ms. Zuckerberg is the best-selling author of four books, producer of multiple television shows and theater productions, and the host of a weekly radio show on SiriusXM. Ms. Zuckerberg has been recognized with an Emmy nomination, three Tony awards, a Drama Desk Award, and a Kidscreen Award. Prior to founding her own company, Ms. Zuckerberg was an early employee at Facebook, where she created Facebook Live. She holds a Bachelor of Arts in Psychology from Harvard University.

Key Skills and Qualifications:

Ms. Zuckerberg was selected to serve on the Board due to her extensive background investing in and advising technology and public companies.

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THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

Class II Directors Continuing in Office Until the 2027 Annual Meeting

Brit Morin

Age: 40

Director since 2018

Ms. Morin has served as a member of Life360’s Board since January 2018. Ms. Morin founded Offline Ventures, an early-stage venture fund with $250M+ AUM, in January 2020 and is the Managing Director. She is also the founder, Chief Executive Officer and board member of Brit Media, Inc., a digital media and commerce brand, founded in 2011. She also previously served on the board of Girl Scouts of America and worked at Google LLC (NASDAQ: GOOG) and Apple Inc. (NASDAQ: AAPL). Ms. Morin was named one of Ad Age’s 40 Under 40 in 2018, Forbes 30 Under 30 in 2014 and Fortune’s Most Promising Entrepreneurs in 2015. Ms. Morin received her Bachelor of Science in Business and Communications summa cum laude from the University of Texas at Austin.

Key Skills and Qualifications:

Ms. Morin was selected to serve on the Board due to her entrepreneurial experience starting and leading venture capital and consumer internet companies.

James Synge

Age: 58

Director since 2019

Mr. Synge has served as a member of Life360’s Board since May 2019, and was an early investor beginning in 2008. Mr. Synge has also served as a Partner at Carthona Capital FS Pty Ltd, an Australian venture capital fund, since 2014. He has held senior positions at Bankers Trust Company Australia, Deutsche Bank AG Frankfurt and UBS AG Zurich. Mr. Synge holds a Bachelor of Business from the University of Technology Sydney and a Master of Tax from the University of Sydney.

Key Skills and Qualifications:

Mr. Synge was selected to serve on the Board due to his venture capital experience and extensive financial industry knowledge.

Screenshot 2026-03-25 at 10.09.22 AM.jpg

David Wiadrowski

Age: 66

Director since 2019

Mr. Wiadrowski has served as a member of Life360’s Board since March 2019. Mr. Wiadrowski previously served as Director and Chief Financial Officer of ELEVACAO Foundation, Inc., an Australian non-profit committed to empowering women entrepreneurs, from July 2016 to July 2017, and prior thereto served in various positions at PricewaterhouseCoopers Australia over a 37-year period, including as Partner and Chief Operating Officer. He currently also serves on the boards of three other Australian listed companies including: oOh! Media Limited (ASX: OML), CAR Group Limited (ASX: CAR), and IPH Limited (ASX: IPH) and on the boards of several private companies including the Cambodian Children’s Fund Australia Limited. He holds a Bachelor of Commerce from the University of New South Wales, is a Fellow of the Chartered Accountants of Australia and New Zealand and is a graduate of the Australian Institute of Company Directors.

Key Skills and Qualifications:

Mr. Wiadrowski was selected to serve on the Board due to his financial industry knowledge, capital markets experience, risk management skills, and experience serving on the boards of several Australian public companies.

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Class III Directors Continuing in Office Until the 2028 Annual Meeting

Chris Hulls

Age: 42

Director since 2007

Mr. Hulls has served as the Executive Chairman of the Board since August 2025. Mr. Hulls co-founded Life360 in April 2007 and has served as a member of Life360's Board since then. Mr. Hulls previously served as Life360's Chief Executive Officer from April 2007 to August 2025. Mr. Hulls has been an angel investor in, or an advisor to, several technology companies, including Tile, Inc. (“Tile”), Credible Behavioral Health, Inc., Ring LLC, Automattic Inc., Honk Technologies, Inc. and Zendrive Inc. Mr. Hulls received his Bachelor of Science in Business Administration with Highest Honors at the University of California, Berkeley after serving in the United States Air Force.

Key Skills and Qualifications:

Mr. Hulls has served on the Board since the Company’s formation and has remained on the Board due to the deep institutional knowledge he brings as Co-Founder, Executive Chairman of the Board, and as former Chief Executive Officer of the Company and his business and technology company experience, including investing in and advising technology companies.

Charles "CJ" Prober

Age: 54

Director since 2022

Mr. Prober has served as a member of Life360’s Board since January 2022. Mr. Prober has served as the Chief Executive Officer and member of the Board of NETGEAR, Inc. since January 2024. Mr. Prober also served as Life360’s President and Chief Executive Officer of Tile from January 2022 to July 2023. Prior to this, Mr. Prober served as the Chief Executive Officer of Tile from September 2018 until its acquisition by Life360 and as a member of Tile’s Board since February 2018, including as its Executive Chairman from February 2018 to September 2018. He served as the Chief Operating Officer of GoPro, Inc. (Nasdaq: GPRO) from January 2017 to February 2018 and its Senior Vice President of Software and Services from June 2014 to December 2016. Mr. Prober has also held positions at Electronic Arts Inc. (Nasdaq: EA), McKinsey & Company and Wilson Sonsini Goodrich & Rosati. Mr. Prober has also served as a member of the board of directors of Glorious Gaming from January 2024 to February 2025. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University.

Key Skills and Qualifications:

Mr. Prober was selected to serve on the Board due to his institutional knowledge as the Chief Executive Officer of Tile and his expertise in the mobile app, technology, and consumer hardware industries.

John Philip Coghlan

Age: 74

Director since 2009

Mr. Coghlan has served as a member of Life360’s Board since November 2009. In February 2017, Mr. Coghlan co-founded the Rivet School, a non-profit start-up focused on providing debt-free college degree attainment, where he currently serves as a board member. Mr. Coghlan previously served as President and Chief Executive Officer of Visa U.S.A. and as Vice Chairman of the Charles Schwab Corporation (NYSE: SCHW). He received a Bachelor of Arts in Psychology from Stanford University, a Master of Arts in Economics and Public Policy from Princeton University and a Master of Business Administration from Harvard Business School.

Key Skills and Qualifications:

Mr. Coghlan was selected to serve on the Board due to his experience as an executive and board member of multiple large companies.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

We have assessed the independence of our directors with respect to the definitions of independence prescribed by each of the Nasdaq Stock Market (“Nasdaq”) and the SEC, and our Corporate Governance Guidelines (“Guidelines”). Our Guidelines are available to stockholders on the Company’s website at investors.life360.com.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Corporate Governance and Nominating Committee has affirmatively determined that the following six directors are independent directors within the meaning of Nasdaq independence standards and for the purposes of our Guidelines: Messrs. Coghlan, Synge, Goines and Wiadrowski and Mses. Morin and Zuckerberg. In making this determination, the Corporate Governance and Nominating Committee found that none of these directors or director nominees had a material or other disqualifying relationship with the Company. The Corporate Governance and Nominating Committee determined that Ms. Antonoff is not independent because she serves as the Company's Chief Executive Officer. The Corporate Governance and Nominating Committee determined that Mr. Hulls is not independent because he is a co-founder of the Company and serves as its Executive Chairman of the Board. The Corporate Governance and Nominating Committee determined that Mr. Haro is not independent because he is a co-founder of the Company. The Corporate Governance and Nominating Committee determined that Mr. Prober is currently not independent. Mr. Prober served as President of the Company from April 11, 2022 until July 7, 2023. Under Nasdaq rules, Mr. Prober cannot be considered independent for a three-year cooling off period from the date that he ceased to be an executive officer. The Committee expects Mr. Prober to qualify as independent upon the expiration of such period. In making this determination, the Corporate Governance and Nominating Committee additionally considered the transaction discussed in the section titled “Certain Related Person Transactions” in this Proxy Statement and that each of John Philip Coghlan, Chris Hulls, Brit Morin, James Synge and Randi Zuckerberg have direct or indirect immaterial economic interests in Hubble Network, Inc.

BOARD LEADERSHIP STRUCTURE

The Board of the Company has an independent lead director (the “Lead Independent Director”), Mr. Goines, who has authority, among other things, to call and preside over meetings of the Board, including executive sessions of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. The Board also has an Executive Chairman, Mr. Hulls, who provides leadership to the Board by setting agendas, facilitating effective governance and oversight, and serving as a strategic advisor to management while maintaining oversight of the Company's long-term direction. Accordingly, the Lead Independent Director and Executive Chairman have substantial ability to shape the work of the Board. The Company believes that separation of the positions of Lead Independent Director, Executive Chairman, and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having a Lead Independent Director and Executive Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having a Lead Independent Director and Executive Chairman can enhance the effectiveness of the Board as a whole.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the Board’s key functions is informed oversight of the Company’s risk management process. As part of this process, the Board reviews and approves management's annual business plan and budget, and regularly reviews management's strategic, capital spending, liquidity, and other financing matters. To perform these functions, the Board meets, at least quarterly, both with management and in closed session of non-executive directors. In addition, the Board is responsible for assessing major risks facing the Company and considering ways to address those risks and overseeing the establishment and maintenance of processes and conditions to manage these risks and maintain the integrity of the Company. A key component of our risk management framework is the regular review of key risks and opportunities by our leadership team. An assessment of areas of potential risks to the business, estimated likelihoods and mitigation strategies is performed annually. Identified risks are included in a risk register, the key risk categories of which include competition, cybersecurity, brand, business continuity, talent and financial risks. The Board oversees risk management directly and through its committees. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible. The Board has delegated to the Audit Committee the responsibility of coordinating between the Board and management the implementation of responses to any problematic risk management issues.

The Audit Committee oversees the Company’s corporate accounting and financial reporting, including auditing of the Company’s financial statements and the qualification, independence, performance and terms of engagement of the Company’s independent auditor. The Audit Committee is also responsible for monitoring and advising the Board on risk

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management policies and procedures and risk assessment. The Audit Committee has the responsibility to consider and discuss with management and, as appropriate, the independent auditor, risk assessment and risk management, including our major financial risk exposures, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, including compliance with ethical standards adopted by the Company, in addition to oversight of the performance of our internal audit function.

Our Compensation Committee assesses risks arising from the Company’s compensation policies and practices for all employees, including non-executive officers, that are reasonably likely to have a material adverse effect on the Company.

Our Corporate Governance and Nominating Committee is responsible for overseeing the Company’s environmental, social and governance (“ESG”) strategy, targets, policies, performance and reporting. The Corporate Governance and Nominating Committee periodically reviews and discusses with management practices with respect to ESG matters that are expected to have significant long and short-term impacts on the Company’s performance, business activities or reputation.

Cybersecurity Risk

The Board is responsible for monitoring and assessing strategic risk exposure and the mitigation and remediation of cybersecurity incidents, and oversees cybersecurity risk management functions as a whole, as well as through the Audit Committee. The Company maintains a cybersecurity risk register which is reviewed regularly and updated as appropriate. The Company maintains a dedicated corporate information security function, and the Company's corporate information security team informs the Board and the Audit Committee of certain cybersecurity risks and threats during quarterly meetings and provides materials shared in connection with such meetings, as well as ad hoc updates when there are material developments or changes that may impact cybersecurity risk to the Company. Our cybersecurity incident response procedures are designed to escalate certain cybersecurity incidents to our executive officers and the Board as appropriate. In addition to the cybersecurity incident response procedures we have in place, we also maintain cybersecurity insurance to cover certain losses and damages caused by cybersecurity incidents. See Item 1C. “Cybersecurity” in our Annual Report on Form 10-K for more information related to our cybersecurity risk management and strategy.

MEETINGS OF THE BOARD OF DIRECTORS

The Board met thirteen times during the last fiscal year. Nine of the ten directors attended 75% or more of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of the last fiscal year for which they were a director or committee member. Mr. Haro attended 66.67% of the aggregate number of meetings of the Board held during the last fiscal year.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. In August 2025, the Board updated its committee structure by renaming the Nominating and Corporate Governance Committee as the Corporate Governance and Nominating Committee, and approving amendments to the committee's charter, effective August 11, 2025.

The following table provides membership and meeting information for fiscal 2025 for each of the Board committees:

Name of Director

Audit

Compensation

Corporate
Governance and Nominating

John Philip Coghlan

Member

Chair

Mark Goines

Chair

Member

Brit Morin

Member

James Synge

Member

David Wiadrowski

Chair

Total Meetings in Fiscal 2025

Each of the committees has authority to retain and terminate counsel or any outside advisors it deems necessary to perform its duties and oversight responsibilities. The Corporate Governance and Nominating Committee has determined that each member of each committee is independent with respect to the definitions of independence prescribed by each of the Nasdaq, Securities and Exchange Commission (the "SEC") and our Guidelines, and each member is free of any

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relationship that would impair his or her individual exercise of independent judgment with regard to the Company. Each member of our Audit Committee and Compensation Committee satisfies the additional independence standards applicable to directors serving on such committee under the Nasdaq Listing Rules and SEC rules.

Below is a description of each committee of the Board.

Audit Committee

The Audit Committee was established by the Board to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements.

The Audit Committee is composed of three directors: Mr. Wiadrowski (Chair), Mr. Coghlan, and Mr. Synge. The Audit Committee met nine times during the last fiscal year. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at investors.life360.com. The charter of the Audit Committee permits the Audit Committee to, as it deems appropriate, delegate all or a portion of its duties and responsibilities to a subcommittee.

The Audit Committee provides assistance to the Board in fulfilling the Audit Committee’s responsibilities and duties, including with respect to:

•monitoring the Company’s accounting and financial reporting processes, systems of internal control over financial reporting and audits of financial statements, including the quality and integrity of the Company’s financial statements and reports;

•retaining and oversight of the Company’s existing independent registered public accounting firm and assessment of its independence, qualification and performance; and approving any engagements of audit and non-audit work performed by the independent registered public accounting firm;

•preparing the audit committee report required by SEC rules to be included in the Company’s annual proxy statement;

•providing oversight of compliance with the Company’s programs and policies designed to ensure adherence to applicable laws, as well as to the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”);

•providing oversight of the Company’s risk management, risk assessment and risk exposures with respect to financial, accounting, operational, tax, privacy and cybersecurity and information technology risks; and

•administering the Company’s Related Persons Transactions Policy (as described below in “Transactions with Related Persons and Indemnification — Related Person Transactions Policy and procedures”).

The Board has also determined that Mr. Wiadrowski qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Wiadrowski’s level of knowledge and experience based on a number of factors, including his formal education and experience as an audit partner for public reporting companies.

Report of the Audit Committee of the Board of Directors*

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Mr. David Wiadrowski (Chair)

Mr. John Philip Coghlan

Mr. James Synge

*The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Compensation Committee

The Compensation Committee is composed of three directors: Mr. Goines (Chair), Mr. Coghlan, and Ms. Morin. The Compensation Committee met seven times during the 2025 fiscal year.

The Compensation Committee has adopted a written charter that is available to stockholders on the Company’s website at investors.life360.com. The charter of the Compensation Committee permits the Compensation Committee to, as it deems appropriate, delegate all or a portion of its duties and responsibilities to a subcommittee and, in certain cases, certain members of management.

The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee the Company’s compensation strategy, policies, plans and programs, including, but not limited to:

•overseeing the Company's overall compensation philosophy and practices in light of the Company's specific business objectives;

•reviewing and approving, or recommending to the Board for approval, corporate goals and objectives relevant to the CEO’s compensation and evaluating the CEO’s performance in light of those goals and objectives and either determining, approving, or recommending to the Board for approval, the CEO’s compensation level based on this evaluation;

•setting our compensation program and compensation of our executive officers, senior management, and directors;

•monitoring and administering the Company’s incentive compensation, equity-based and certain other benefit plans and policies;

•reviewing and approving (or recommending to the Board for approval) the Company’s Compensation Discussion and Analysis (the “CD&A”), compensation proposals and compensation disclosures to be included in the Company’s annual proxy statement, including the Compensation Committee Report therein;

•establishing, approving, modifying and overseeing the Company’s compensation clawback policy; and

•reviewing and discussing with the Board and the Company’s executive officers' plans for executive officer development and succession strategy and plans for the CEO and other executive officers.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets at least four times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief People Officer and Compensia, Inc., the Company’s independent compensation consultant (“Compensia”).

The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The charter of the Compensation Committee grants the Compensation Committee the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

For additional information, see “Compensation Discussion and Analysis—How We Determine Compensation—Role of Compensation Committee” in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was, at any time during fiscal year 2025 or at any other time, one of our officers or employees, and no member of the Compensation Committee had any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During fiscal year 2025, none of our executive officers served as a

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member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is composed of three directors: Mr. Coghlan (Chair), Mr. Goines and Ms. Morin. The Corporate Governance and Nominating Committee met six times during the 2025 fiscal year.

The Corporate Governance and Nominating Committee has adopted a written charter that is available to stockholders on the Company’s website at investors.life360.com. The charter of the Corporate Governance and Nominating Committee permits the Corporate Governance and Nominating Committee to, as it deems appropriate, delegate all or a portion of its duties and responsibilities to a subcommittee.

The Corporate Governance and Nominating Committee’s primary purpose and responsibilities are:

•identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, recommending candidates for appointment, election or reelection to the Board;

•making recommendations to the Board regarding the membership of the committees of the Board, and assessing the performance of the Board;

•overseeing evaluations of the Board, its committees, and Board members;

•developing and recommending to the Board for adoption the Company’s Guidelines, periodically reviewing and recommending changes to the Guidelines as appropriate and monitoring compliance with such guidelines;

•reviewing stockholder proposals submitted for inclusion in the Company’s proxy statement and recommending to the Board any statements by the Company in response, and considering stockholder nominees for election to the Board at the Company’s annual meeting of stockholders; and

•overseeing the Company’s corporate culture and strategies and overseeing the Company’s Environmental, Social and Governance (ESG) strategy, targets, policies, performance and reporting.

Board of Directors Nominations

The Corporate Governance and Nominating Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company. Consistent with the criteria approved by the Board and keeping in mind the needs of the Board as a whole, the Corporate Governance and Nominating Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and having high personal integrity and ethics, and consider additional factors 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, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, having experience as a board member or executive officer of another publicly held company and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. The Committee also takes into account results of the Board's self-evaluation process, which is conducted at least annually.

The Corporate Governance and Nominating Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board. In the case of incumbent directors whose terms of office are set to expire, the Corporate Governance and Nominating Committee reviews a director’s overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the director’s independence.

It is the policy of the Corporate Governance and Nominating Committee to consider stockholder nominees who are nominated in accordance with the procedures described below (at “When are stockholder proposals and director nominations due for the 2027 annual meeting of stockholders”) consistent with the criteria approved by the Board and on the same basis as other nominees from other sources.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders are encouraged to submit questions or requests for information directly to the Company via the Company’s website at investors.life360.com in accordance with the Company’s Stockholder’s Communications Policy. Every effort is made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Our General Counsel will review stockholder

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communications and, if appropriate, route them to the appropriate director(s) or, if none is specified, to the Chairperson of the Corporate Governance and Nominating Committee. We reserve the right not to forward to Directors any abusive, threatening or otherwise inappropriate materials.

STOCKHOLDER ENGAGEMENT

The Company engages with stockholders throughout the year through regular investor meetings and stockholder outreach sessions. The Company also solicits and receives feedback with respect to a broad range of topics of interest to our stockholders. Additional stockholder and investor outreach includes analyst meetings and investor conferences. We also hold investor conference calls for our quarterly earnings releases where participants are able to ask questions, which are available in real time by audio conference and are archived on our Investor Relations website at investors.life360.com.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Conduct that applies to all officers, directors, employees, contractors, consultants, and authorized representatives. The Code of Conduct, and any amendments or grants of waivers thereto, is available on the Company’s website at investors.life360.com. If the Company makes any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or director, the Company will promptly disclose the amendment or waiver on its website.

CORPORATE GOVERNANCE GUIDELINES

The Board has established the Company’s Guidelines, and the Corporate Governance and Nominating Committee is responsible for reviewing our Guidelines periodically and recommending changes, and overseeing and monitoring compliance with the Guidelines. The Guidelines address, among other things, the composition and role of the Board, director independence standards, director orientation and education, and additional matters such as CEO evaluations and officer succession planning. Our Guidelines are available to stockholders on the Company’s website at investors.life360.com.

CLAWBACK POLICY

The Company has adopted the Life360, Inc. Incentive Compensation Recoupment Policy, in accordance with SEC rules and Nasdaq listing standards. The policy provides for the recoupment of incentive compensation received by certain current and former executive officers, including our named executive officers, in certain circumstances where there has been a restatement of the Company’s financial statements. A copy of the policy is filed with the Company’s Annual Report on Form 10-K as Exhibit 97.1.

INSIDER TRADING POLICY

We have insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by directors, officers, employees, contractors and consultants, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed with the Company’s Annual Report on Form 10-K as Exhibit 19.1.

Prohibition on Hedging, Pledging and other Transactions

As part of the Company’s Insider Trading Policy, all employees (including our executive officers), contractors, consultants, and Board members are prohibited from engaging in short sales of our securities, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions involving our securities. The Company’s Insider Trading Policy also prohibits pledging the Company’s securities as collateral in a margin account or as collateral for a loan unless the pledge has been approved by the Company’s Board in accordance with any applicable policy or guidelines of the Company regarding pledging. In August 2025, Mr. Alex Haro requested approval to pledge up to 900,000 shares of the Company's common stock as collateral for a personal line of credit from UBS Bank USA ("UBS"). The facility is an uncommitted, demand credit facility providing for borrowings of up to $15 million. The arrangement does not have a fixed maturity date and is repayable upon demand by UBS, subject to the terms of the credit agreement. The credit facility includes a 65% maintenance level and a 30% release level. If the value of the pledged shares declines below the applicable maintenance threshold, UBS may require additional collateral to be pledged, subject to an aggregate pledged value cap of $15 million. If the collateral value exceeds the release threshold, UBS may permit the release of excess pledged shares. On August 20, 2025, following a review of the proposed transaction, the disinterested members of the Board determined, pursuant to the Company's Insider Trading Policy, that the terms of the line of credit were sufficient to protect Mr. Haro and the Company

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from a potential transfer by pledge at an inappropriate time. The Company monitors such arrangements to mitigate the risk of forced sales and to ensure ongoing compliance with applicable securities laws and Company policies.

STOCK OWNERSHIP

We strongly encourage a culture of ownership in our equity by our executives, and our compensation programs are designed with this principle at their core. Life360's equity awards are structured to build and maintain meaningful long-term stakes in the Company, reinforcing a long-term perspective aligned with stockholder value across both the Nasdaq and ASX markets. Holding period requirements — including those under Rule 144 — apply following vesting, further anchoring executives to long-term outcomes.

To reinforce this commitment, any trades in Company stock by our executives and board members require pre-approval and may only occur during trading windows, which open on a limited basis throughout the year. U.S.-based executives and board members who transact in Company stock are additionally expected to do so through pre-established Rule 10b5-1 trading plans, which are established independently of any material non-public information. A significant portion of executive pay is intentionally delivered in the form of long-term and performance-based equity awards, reflecting that ownership and accountability go hand in hand.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this Proxy Statement. The compensation of the Company’s named executive officers subject to the vote is disclosed in the CD&A, the compensation tables, and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are aligning pay for performance, including by making compensation variable and at risk, and aligns the compensation of our named executive officers with our stockholders’ interests. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment. Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this Proxy Statement by casting a non-binding advisory vote (“say-on-pay vote”) “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Consistent with the preferences expressed by our stockholders in agreement with our Board, our stockholders are given the opportunity to cast an advisory vote on this topic annually and our next say-on-pay vote is scheduled to be held at our 2027 annual meeting of stockholders.

Advisory approval of this proposal requires the vote of the holders of a majority of the votes cast affirmatively or negatively at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR THE APPROVAL OF PROPOSAL 2.

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PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee and the Board have selected Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and have further directed that management submit the appointment of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm. However, the Board is submitting the appointment of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2025 and December 31, 2024, by Deloitte, the Company’s principal accountant for such periods.

Deloitte


	Fiscal Year Ended
	2025		2024
Audit Fees(1)	$	3,063,244.00	$	2,887,336.00
Audit-related Fees(2)	$	201,895.00	$	437,466.00
Tax Fees(3)	—		—
All Other Fees(4)	—		—
Total Fees	$	3,265,139.00	$	3,324,802.00

__________________

All fees described above were pre-approved by the Audit Committee.

(1)Audit Fees include fees related to the audit of the Company’s annual financial statements and review of the Company’s quarterly financial statements as well as services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years, including review of SEC registration statements and related consents.

(2)Audit-related Fees represent the aggregate fees billed for assurance and related services that are reasonably related to the audit or review of the company’s financial statements and are not reported as Audit Fees.

(3)Tax fees consist of fees for tax compliance, tax advice and tax planning. The Company paid no tax fees to Deloitte for the years ended December 31, 2025 and December 31, 2024.

(4)The Company paid no other fees to Deloitte for the years ended December 31, 2025 and December 31, 2024.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, Deloitte. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by Deloitte is compatible with maintaining the principal accountant’s independence.

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Approval of this Proposal 3 requires the affirmative vote of the holders of a majority of the votes cast affirmatively or negatively at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 3.

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EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive officers as of April 2026.

Name

Age

Position

Lauren Antonoff

Chief Executive Officer, Director, and former Chief Operating Officer

Chris Hulls

Co-Founder, Executive Chairman of the Board, Director, and former Chief Executive Officer

Russell Burke

Chief Financial Officer

__________________

For Ms. Antonoff's and Mr. Hulls' biographies, see “Proposal 1 Election of Directors” above.

Russell Burke has served as Life360’s Chief Financial Officer since May 2020. Prior to joining Life360, Mr. Burke served as the Chief Financial Officer of Fandor LLC, a subscription-based streaming service, from August 2017 to December 2018. Prior to that, he served as Chief Financial Officer at Globality, Inc., a business-to-business services marketplace, from July 2015 to July 2017. Mr. Burke also previously served as Chief Financial Officer of Mandalay Media, Inc. and Magic Leap, Inc. and as Chief Executive Officer of Weight Watchers Australia and New Zealand and held senior financial positions at Sony Music Entertainment, and earlier in his career he was with Price Waterhouse (now PricewaterhouseCoopers) in Australia and the U.S. Mr. Burke received his Bachelor of Commerce from the University of Newcastle (Australia) and is a Chartered Accountant (Australia and New Zealand).

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common Stock (including shares underlying all issued and outstanding CDIs) of the Company as of March 31, 2026 by (i) each person who, to the Company’s knowledge, owns more than 5% of its Common Stock, (ii) each of the Company’s named executive officers and directors, and (iii) all of the Company’s executive officers and directors as a group. The table also sets out the names of all persons who have filed Schedule 13D or 13G with the SEC, an ASIC Form 603 (Notice of initial substantial holder) notifying the Company of a relevant interest in 5% or more of the voting rights attached to the issued securities of the Company, or an ASIC Form 604 (Notice of change of interests of substantial holder) notifying the Company of a change to their relevant interest holding of 1% or more. Shares of our Common Stock subject to options, warrants, or other rights currently exercisable, or exercisable within 60 days of March 31, 2026, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. As of March 31, 2026, the Company had 80,688,123 shares of Common Stock issued and outstanding, including all shares of Common Stock underlying issued and outstanding CDIs. Unless otherwise indicated below, the address for each beneficial owner is c/o Life360, Inc., 1900 S Norfolk Street, Suite 310, San Mateo, California 94403. CDI holdings reflected in the table have been converted to shares of Common Stock at a ratio of 3 CDIs to 1 share of Common Stock; accordingly, certain share amounts may be rounded down to the nearest whole share.


Name of beneficial owner	Number of shares of Common Stock beneficially owned(1)	Percentage of Common Stock beneficially owned

5%+ Stockholders(2)
Hyperion Asset Management Limited(3)	7,167,533	8.9%
AustralianSuper Pty Ltd(4)	4,655,983	5.8%
Ausbil Investment Management Limited(5)	4,024,236	5.0%
BlackRock, Inc.(6)	8,860,866	11.0%
Directors and named executive officers
Chris Hulls(7)	2,550,720	3.1%
Russell Burke(8)	663,547	*
Lauren Antonoff(9)	192,453	*
Susan Stick(10)	32,069	*
John Philip Coghlan(11)	328,907	*
Mark Goines(12)	96,924	*
Alex Haro(13)	1,269,152	1.6%
Brit Morin(14)	114,918	*
Charles (CJ) Prober(15)	168,896	*
James Synge(16)	220,392	*
David Wiadrowski(17)	55,730	*
Randi Zuckerberg(18)	62,947	*
All directors and executive officers as a group (12 individuals)(19)	5,724,586	6.8%

__________________

*Indicates ownership of less than 1% of outstanding Common Stock.


1						Includes shares of Common Stock underlying issued and outstanding CDIs.
2						Based on Amendment No. 5 to the Schedule 13G filed by The Vanguard Group (“Vanguard”) on March 27, 2026, we understand that Vanguard went through an internal realignment on January 12, 2026, and, in accordance with SEC Release No. 34-39538 (January 12, 1998), certain subsidiaries or business divisions of subsidiaries of Vanguard, that formerly had, or were deemed to have, beneficial ownership of our shares with Vanguard, will report beneficial ownership separately (on a disaggregated basis) from Vanguard in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by Vanguard prior to the realignment. Further, in accordance with SEC Release No. 34-39538 (January 12, 1998), Vanguard no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions. Accordingly, we have omitted Vanguard from the foregoing table purely as a result of the restructuring, as our understanding is that our shares continue to be beneficially owned by certain subsidiaries or business divisions of subsidiaries of Vanguard. Prior to Amendment No. 5, Vanguard filed Amendment No. 4 to Schedule 13G on October 31, 2025, reporting shared voting power with respect to approximately 1786046 shares of common stock, sole dispositive power with respect to approximately 7,716,097 shares of common stock and shared dispositive power with respect to approximately 1,881,465 shares of common stock.

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3						Represents shares of our common stock beneficially owned as of December 31, 2025, based on a Schedule 13G filed with the SEC on January 8, 2026, by Hyperion Asset Management Limited ("Hyperion"). Hyperion lists its address as Level 19, 307 Queen Street, Brisbane, QLD 4000, Australia, and indicates that it has shared voting power with respect to zero shares of our common stock, sole voting and dispositive power with respect to 7,167,533 shares of our common stock, and shared dispositive power with respect to zero shares of our common stock.
4						Represents shares of our common stock beneficially owned as of December 31, 2025, based on a Schedule 13G filed with the SEC on February 11, 2026, by AustralianSuper Pty Ltd. AustralianSuper Pty Ltd lists its address as Level 30, 130 Lonsdale Street, Melbourne, Victoria 3000, Australia, and indicates that it has shared voting power with respect to zero shares of our common stock, sole voting and dispositive power with respect to 4,655,983 shares of our common stock, and shared dispositive power with respect to zero shares of our common stock.
5						Represents 4,024,236 shares of common stock underlying 12,072,709 CDIs of which Ausbil Investment Management Limited (“Ausbil”) holds a relevant interest based upon the Company’s corporate records and upon the information provided by Ausbil in a Notice of Initial Substantial Holder (a “Form 603”) filed with the ASX on November 26, 2025 which reported that Ausbil held a relevant interest and can exercise voting and dispositive power over these shares as a trustee, discretionary investment manager or adviser. The address for Ausbil is Level 47, 225 George Street, Sydney NSW 2000, Australia.
6						Represents shares of our common stock beneficially owned as of March 31, 2026, based on a Schedule 13G filed with the SEC on April 7, 2026, by BlackRock, Inc. ("BlackRock"). BlackRock lists its address as 50 Hudson Yards, New York, New York 10001, United States, and indicates that it has shared voting power with respect to zero shares of our common stock, sole voting power with respect to 8,789,461 shares of our common stock, sole dispositive power with respect to 8,860,866 shares of our common stock, and shared dispositive power with respect to zero shares of our common stock.
7						Represents (i) 225,948 shares of our Common Stock held directly by Mr. Hulls; (ii) approximately 195,312 shares of our Common Stock underlying 585,938 CDIs held indirectly through the Rose Hulls 2023 Irrevocable Trust; (iii) approximately 195,312 shares of our Common Stock underlying 585,938 CDIs held indirectly through the Robin Hulls 2023 Irrevocable Trust; (iv) approximately 195,312 shares of our Common Stock underlying 585,938 CDIs held indirectly through the Mackenzie Hulls 2023 Irrevocable Trust; (v) 1,710,364 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; (vi) 13,648 shares underlying restricted stock units ("RSUs") that vested and will be issued within 60 days of March 31, 2026; and (vii) 14,822 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
8						Represents (i) 113,361 shares of our Common Stock held indirectly through the Russell John Burke Revocable Trust & Jeanette L Calandra Revocable Trust ELD as TIC DTD 02/05/2025; (ii) 535,841 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; (iii) 6,066 shares underlying RSUs that vested and will be issued within 60 days of March 31, 2026; and (iv) 8,279 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
9						Represents (i) 144,865 shares of our Common Stock held directly by Ms. Antonoff; (ii) 6,066 shares underlying RSUs that vested and will be issued within 60 days of March 31, 2026; and (iii) 41,522 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
10						Represents (i) 25,149 shares of our Common Stock held directly by Ms. Stick; and (ii) 6,920 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
11						Represents (i) 40,431 shares of our Common Stock held indirectly through the John Coghlan Living Trust; (ii) 55,494 shares of our Common Stock held indirectly through the John Philip Coghlan 2025 Grantor Retained Annuity Trust; (iii) 232,146 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iv) 836 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
12						Represents (i) 5,290 shares of our Common Stock held directly by Mr. Goines; (ii) 56,809 shares of our Common Stock held indirectly through the Goines Wong Living Trust; (iii) 34,045 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iv) 780 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
13						Represents (i) 1,005,169 shares of our Common Stock held directly by Mr. Haro; (ii) 263,304 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iii) 679 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons. 800,000 shares of Mr. Haro's directly owned Common Stock are pledged as collateral for a personal credit facility. See "Prohibition on Hedging, Pledging and Other Transactions" for a description of the Board-approved arrangement and applicable safeguards.
14						Represents (i) 25,285 shares of our Common Stock held directly by Ms. Morin; (ii) 88,924 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iii) 709 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
15						Represents (i) 104,777 shares of our Common Stock held directly by Mr. Prober; (ii) 63,440 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iii) 679 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
16						Represents (i) 53,878 shares of our Common Stock held directly by Mr. Synge; (ii) approximately 131,839 shares of our Common Stock underlying 395,519 CDIs held directly by Mr. Synge; (iii) 33,972 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iv) 703 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
17						Represents (i) 30,685 shares of our Common Stock held directly by Mr. Wiadrowski; (ii) 8,256 shares of our Common Stock underlying 24,768 CDIs held directly by Mr. Wiadrowski; (iii) 16,051 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iv) 738 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
18						Represents (i) 24,398 shares of our Common Stock held directly by Ms. Zuckerberg; (ii) 37,870 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; and (iii) 679 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons.
19						Represents (i) 1,886,390 shares of our Common Stock; (ii) approximately 726,033 shares of our Common Stock underlying 2,178,102 CDIs; (iii) 3,015,957 shares underlying options to purchase Common Stock that are exercisable within 60 days of March 31, 2026; (iv) 25,780 shares underlying RSUs that vested and will be issued within 60 days of March 31, 2026; and (iv) 70,426 shares underlying RSUs that vested or will vest but will not be issued within 60 days of March 31, 2026 for administrative reasons held by our executive officers and directors as a group.

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers, directors and persons who own more than 10% of Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on its review of the copies of the forms it received, or written representations from reporting persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% stockholders were met during the year ended December 31, 2025, except that a Form 4 report was not timely filed on behalf of Mr. Coghlan for a sale of shares of the Company's common stock on August 15, 2025. A Form 4 report was subsequently made on August 22, 2025 to report such transaction.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

At Life360, our mission is to keep people close to the ones they love. We are building a scaled platform for everyday family life, bringing together the people, pets, and things that matter most on a single map to help families stay safe, connected, and coordinated.

Life360 is a multi-product platform used by families to manage the day-to-day complexity of modern life. Through our mobile application (available on both iOS and Android), connected devices, and partner integrations, members use location sharing to stay informed about loved ones' real-time whereabouts, coordinate daily activities, and access services such as driving insights, crash detection, emergency dispatch, and item and pet tracking. By bringing these experiences together in a single platform, Life360 is designed to enhance member utility, delight and support a range of use cases across different life stages.

Life360 operates a freemium model, where our core offering is available at no cost, supported by subscription membership options that provide access to enhanced features and services. This model is designed to support broad adoption and provides a pathway from free to paid membership over time. We complement our subscription business with hardware offerings, including Tile Bluetooth trackers and Life360 Pet GPS, which extend our platform beyond the smartphone and provide additional functionality for members.

In addition, Life360 is building a scaled advertising platform that creates value for both members and business partners. Leveraging our large, highly engaged audience and unique first-party insights into real-world family behavior, we enable brands to reach customers in relevant, high-intent moments and measure real-world outcomes. Our platform offers brand integrations, offsite ad targeting, and location-informed ad performance measurement solutions for leading brands, agencies, and publishers, enabling us to monetize our free member base and support sustainable platform monetization.

In August 2025, Life360 entered a new chapter of leadership, as Chris Hulls, Life360's co-founder and former Chief Executive Officer, transitioned to the role of Executive Chairman, where he continues to provide strategic leadership and guidance to the Company. Lauren Antonoff was promoted to Chief Executive Officer, bringing her extensive operational and product expertise to lead the Company's continued growth and scale. The Compensation Committee structured compensation arrangements in connection with this transition to reflect each executive's new role and responsibilities, as further described below.

Our core values at Life360 drive accountability, member focus, and the intensity required to win in a fast-moving market. They shape how our employees make decisions and how they engage with each other.

•Be a Good Person. Everyone at Life360 respects each other and maintains a high level of integrity.

•Be Direct with Respect. We communicate directly, even when it’s hard. This is always done in support of the other person’s development, and we are intentionally inclusive and always respectful.

•Members Before Metrics. We value metrics and use them to influence strategy and measure results, but at our core, we always focus on building an exceptional experience for families.

•High Intensity, High Impact. We do whatever it takes to get the job done. We are in a fast moving and competitive environment and we have a team that is in it to win it.

Our executive compensation program is designed to support our core values by awarding compensation that is designed to attract, retain, and motivate strong leaders who perform at high levels of intensity to help us deliver on our mission and objectives. In structuring our executive compensation program, our Compensation Committee considers the unique characteristics of the Company and the significant competition for top talent in our industry; the challenges of recruiting, retaining, and motivating executives in an industry that generally has significant risks; and evolving compensation governance and best practices. Further, as a company incorporated in Delaware, with dual listing on Nasdaq and ASX and approximately 95.8 million monthly active users (“MAUs”) located in more than 180 countries, our leadership team must also possess, in addition to deep knowledge of the U.S. and Australian securities laws and governance requirements, the global perspectives and expertise required to navigate geopolitical challenges and to address novel and complex issues amid the evolving global regulatory and operating landscape.

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This CD&A describes an overview of our executive compensation philosophy and objectives and the material elements of our executive compensation program during 2025 with respect to the following “named executive officers” (“NEOs”):


Executive						Position
Chris Hulls						Executive Chairman of the Board and former Chief Executive Officer
Lauren Antonoff						Chief Executive Officer and former Chief Operating Officer
Russell Burke						Chief Financial Officer
Susan Stick						Former General Counsel*

*In accordance with SEC rules, Susan Stick, our former General Counsel and Corporate Secretary, is also an NEO for 2025 based on her service in that role during the year. Ms. Stick departed the Company in June 2025. References in this Proxy Statement to "continuing NEOs" refers to Mr. Hulls, Ms. Antonoff, and Mr. Burke.

Fiscal 2025 Performance Highlights

Following its U.S. initial public offering in June 2024, the Company in 2025 continued to operate as a dual-listed company in the U.S. and Australia, focusing on business execution, platform expansion and long-term value creation. The Company's common stock trades on the Nasdaq Global Select Market under the trading symbol “LIF,” and its CHESS Depository Interests (“CDIs”) on the ASX under the trading symbol “360.”

The Company also successfully executed against its strategic operating plan, as highlighted by the following:

•Revenue of $489.5 million, a year-over-year increase of 32%, exceeding prior-year performance and reflecting continued subscription growth and expanding advertising revenue streams;

•Net income of $150.8 million, representing the Company’s first full year of profitability, or $32.5 million excluding a one-time, non-cash tax benefit of $118.4 million;

•Record Adjusted EBITDA of $93.2 million, a 105% year-over-year increase, with margin expansion to 19% for the full year and 22% in Q4;(1)

•Positive operating cash flow of $88.6 million, up 172% year-over-year, demonstrating strong operating leverage and improved working capital efficiency; and

•Year-end cash, cash equivalents and restricted cash of $495.8 million, significantly strengthened by $320.0 million in convertible senior notes issued in June 2025 and strong cash generation from operations.

Screenshot 2026-02-24 at 12.06.02 PM.jpg

(1)Adjusted EBITDA is a non-GAAP financial metric that the Company defines as Net income (loss), excluding (i) convertible notes and derivative liability fair value adjustments, (ii) gains and losses on the settlement of convertible notes and derivative liabilities, (iii) gain (loss) on change in fair value of investments, (iv) benefit from income taxes, (v) depreciation and amortization, (vi) interest income, (vii) other expense, net, (viii) acquisition and investment related transaction costs, (ix) stock-based compensation, (x) warehouse relocation costs, (xi)

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IPO-related transaction costs, including secondary offering costs, and (xii) workplace restructuring costs. See the Appendix for additional information, including a reconciliation of Adjusted EBITDA to net income.

(2)See our Annual Report on Form 10-K, filed with the SEC on March 2, 2026 for more information regarding our MAUs, Paying Circles and Average Revenue Per Paying Circle (“ARPPC”) and how we calculate such metrics.

Fiscal 2025 Compensation Highlights

Our overall compensation program for fiscal 2025, which was designed to compensate our NEOs in a manner consistent with competitive pay practices and aligned with stockholder interest, consisted of three components: base salary, a cash incentive bonus, and long-term equity incentive compensation. The following are highlights of key compensation actions for fiscal 2025 with respect to our NEOs:

•CEO Transition. In connection with the August 2025 leadership transition, Mr. Hulls received promotion equity awards in the form of time-based restricted stock units ("RSUs") and performance-based restricted stock units tied to relative total shareholder return ("R-TSR PRSUs"), with no changes to his base salary or annual cash bonus target. Ms. Antonoff's compensation was increased to reflect her appointment as Chief Executive Officer, including an increase to her base salary, an increase to her target annual bonus opportunity, and the grant of promotion time-based RSUs and R-TSR PRSUs. In addition, in connection with their respective promotions, the Compensation Committee approved PRSUs to be granted to Mr. Hulls and Ms. Antonoff in 2026 in connection with the 2026 annual equity grants to NEOs and which are not reflected in the 2025 equity grants.

•Competitive Base Salary and Annual Incentive Target Increases. Our business requires us to recruit and retain a team of highly talented executives, and we operate in a competitive hiring environment. Our Compensation Committee determined that incentive target increases for Ms. Antonoff and Mr. Burke and a base salary and incentive target increase for Ms. Stick, were appropriate in order to maintain a market-competitive compensation package.

•Performance-Based Annual Incentive Bonuses. Our NEOs were eligible to receive cash bonus payments based on our level of achievement of specific short-term financial and operational goals. Based on our actual Company performance for fiscal 2025, as well as their individual performance, each of our continuing NEOs earned an annual incentive bonus equal to 108.1% of their respective targets.

•Introduction of Relative, Multi-Year Performance-Based Equity. With the CEO transition, the Company introduced R-TSR PRSUs for the first time, as a complement to performance-based restricted stock units ("PRSUs") tied to absolute financial metrics and RSUs that vest based on continuing service. The introduction of R-TSR PRSUs incorporates a multi-year performance period and are designed to align executive compensation more closely with long-term stockholder value creation by measuring performance relative to a defined peer group. While only Mr. Hulls and Ms. Antonoff received R-TSR PRSUs in 2025, the Compensation Committee expanded the usage of R-TSR PRSUs in 2026, with all NEOs receiving R-TSR PRSUs in 2026 to further strengthen the alignment between executive compensation and long-term stockholder interests.

•Performance-Based Equity Awards. Consistent with our 2024 design, 60% and 40% of the target long-term incentive value for our Executive Chairman and our other continuing NEOs, respectively, was granted in the form of PRSUs eligible to be earned based on our level of achievement of revenue and Adjusted EBITDA goals for fiscal 2025. Based on our performance during the year, participating NEOs earned 112.1% of target for the PRSUs granted in fiscal 2025. 25% of earned PRSUs vested on January 1 following the conclusion of the performance period and were distributed following the Compensation Committee's certification of actual performance, with the remaining 75% converting to time-based RSUs and vesting in twelve equal quarterly installments, subject to continued employment through each vesting date.

2025 Say-on-Pay Vote and Stockholder Engagement

At our 2025 Annual Meeting of Stockholders, we held our second advisory votes on the compensation of our NEOs (a “say-on-pay vote”). Consistent with best practices, we conduct annual advisory votes to allow our stockholders to provide us with their regular input on our executive compensation program. We continue to engage with stockholders on compensation matters and were pleased to see a significant increase in support for our 2025 say-on-pay at our 2025 Annual Meeting of Stockholders as compared to our 2024 say-on-pay vote. However, while support significantly improved, the total votes cast in favor of our say-on-pay proposal remain below our desired level of support.

Prior to our 2025 Annual Meeting of Stockholders, we reached out to a majority of our stockholders to get a better understanding of their views on executive compensation. We regularly engaged with stockholders where we have

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discussed a variety of topics, including matters relating to executive compensation. We value the feedback received from our stockholders and look forward to an open dialogue with our stockholders.

We have continued to evolve our compensation program to reflect our status as a U.S. publicly-traded company and to further align with the competitive market practices and stockholder interests. Following the introduction of our performance-based equity program in 2024, the Company continued to utilize the program in 2025 and expanded it in connection with the promotions of Mr. Hulls and Ms. Antonoff to include a multi-year relative performance component designed to further align management's interests with the Company's key performance objectives and long-term stockholder value creation. The introduction of a relative TSR goal was made after multi-year evaluation of the appropriate performance goals that would effectively incentivize performance over a multi-year period, considering our strategic operating plan as well as our status as newly-listed U.S. publicly-traded company, as well as stockholder feedback. Based on its ongoing assessment of the program and prevailing market practices, the Compensation Committee expanded the use of multi-year R-TSR PRSUs to all executive officers as part of its executive compensation structure for 2026, with the goal of reinforcing pay-for-performance alignment and serving as an effective tool to attract, retain and incentivize key talent while supporting the Company’s key business objectives.

Expanded Design of Performance Equity Plan

Consistent with stockholder feedback and the Compensation Committee's ongoing evaluation of market practices, the 2025 promotional equity awards granted to Mr. Hulls and Ms. Antonoff included a combination of time-based RSUs, PRSUs based on absolute financial metrics, and R-TSR PRSUs, as discussed above. The construct of the expanded performance equity program is outlined below, with additional detail provided under “Terms of Performance Restricted Stock Units.”

Under the expanded framework, the Executive Chairman of the Board and Chief Executive Officer will receive 40% of their annual equity grant in the form of time-based RSUs and 60% in the form of PRSUs. Other executive officers (for

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2026, the Chief Financial Officer) will receive 60% of their annual equity award as time-based RSUs and 40% as PRSUs. The PRSU portion of the grant will be allocated equally (50%/50%) between:

•PRSUs based on absolute financial performance metrics; and

•R-TSR PRSUs based on relative total shareholder return ("TSR").


Performance Equity Measures	Revenue and Adjusted EBITDA (50%/50% weighting)	TSR: Percentile Rank of TSR vs. S&P Software & Services Index
Performance Period(s)	One year	One-year, Two-year, and Three-year overlapping periods (e.g., 1/1/26 to 12/31/26, 1/1/26 to 12/31/27, and 1/1/26 to 12/31/28)
Vesting	3 Years Total
	One-year cliff at the end of the performance period (33%), with 2-year quarterly tail (67% evenly across 8 quarters)	33% vest after each performance period
Payout Curve	Threshold: 90% of target	Threshold: 25th percentile, earns 50% of target shares
	Maximum: 200% of target	Maximum: 85th percentile, earns 200% of target shares
	Performance calculated for each of Revenue and Adjusted EBITDA, then weighted 50%/50%	Target: 55th percentile, earns 100% of target shares
Caps/Gates

SEC Form DEF 14A filed by Life360 Inc.