SEZL on Nasdaq

Sezzle

Logo: sezzle.com5

American financial technology company

Sezzle is a publicly traded financial technology company headquartered in Minneapolis, Minnesota, with operations in the United States and Canada. The company provides an alternative payment platform offering interest-free installment plans at selected online stores. As of June 2021, the Sezzle platform had over 10 million user sign-ups and over 48,000 participating merchants.3 Its shares trade on Nasdaq under the symbol SEZL.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 20, 2026.

Overview

2016Founded1

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  • TickerSEZL on Nasdaq1
  • Industryfintech1
  • HeadquartersMinneapolis1
  • Websitewww.sezzle.com
  • Listed onAustralian Stock Exchange (SZL), Australian Securities Exchange (SZL), Nasdaq (SEZL)1
  • Incorporated inDE6
  • Business address700 Nicollet Mall, Suite 640, Minneapolis, Mn 554026
  • Filer categoryLarge accelerated filer6
  • Legal formCorporation4
  • LEI9845000CA64541AE3I354
  • StatusActive4
  • LEI statusIssued and current4
  • Registered address8 THE GREEN, STE A, 19901 Dover, United States4
  • Registered withDivision of Corporations, Department of State, 59240704
Sezzle image from its website
Image: sezzle.com5

Sezzle is a publicly traded financial technology company headquartered in Minneapolis, Minnesota, with operations in the United States and Canada. The company provides an alternative payment platform offering interest-free installment plans at selected online stores. As of June 2021, the Sezzle platform had over 10 million user sign-ups and over 48,000 participating merchants.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

74.9%Operating margin8
56.4%Net margin8
69.2%Revenue growth, 20258
78.4%Return on equity8
$209.3MFree cash flow8

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Transaction Income, Consumer Fees brought in 26% of the revenue Sezzle broke down this way in fiscal 2025.

  1. Transaction Income, Consumer Fees$131.9M826%up 119% from 2024
  2. Transaction Income$106.9M821%up 147% from 2024
  3. Merchant And Partner Income$102.2M820%up 18% from 2024
  4. Subscription Revenue$99.4M819%up 21% from 2024
  5. Income from Other Services, Late Payment Fees$74.0M814%up 194% from 2024
Products and services by year
Products and services20242025
Transaction Income, Consumer Fees$60.3M$131.9M
Transaction Income$43.3M$106.9M
Merchant And Partner Income$86.5M$102.2M
Subscription Revenue$82.2M$99.4M
Income from Other Services, Late Payment Fees$25.2M$74.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs31¢$73.0M
  • Income tax13¢$29.8M
  • Profit56¢$133.1M

Out of $235.9M in revenue.8

Where each dollar of operating cash went, fiscal 2025

  • Capital spending0¢$655.0K
  • Share buybacks31¢$64.7M
  • Kept or used elsewhere69¢$144.6M

Out of $209.9M of cash from operations.8

Financial statements

Revenue91011128$235.9M in 2025+301% since 2020
0$100.0M$200.0M$300.0M2020: $58.8M$58.8M20202021: $114.8M$114.8M2021+95%2022: $12.0M$12.0M2022−90%2023: $60.6M$60.6M2023+407%2024: $139.4M$139.4M2024+130%2025: $235.9M$235.9M2025+69%
Operating income91011128$176.8M in 2025
-$100.0M0$100.0M$200.0M2020: -$27.9M-$27.9M20202021: -$68.7M-$68.7M2021+146%2022: -$28.4M-$28.4M2022−59%2023: $22.2M$22.2M20232024: $82.2M$82.2M2024+270%2025: $176.8M$176.8M2025+115%
Net income91011128$133.1M in 2025
-$100.0M0$100.0M$200.0M2020: -$32.4M-$32.4M20202021: -$75.2M-$75.2M2021+132%2022: -$38.1M-$38.1M2022−49%2023: $7.1M$7.1M20232024: $78.5M$78.5M2024+1006%2025: $133.1M$133.1M2025+70%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
Total revenue$450.3M$271.1M
Personnel$54.8M$51.8M
Transaction expense$66.0M$51.4M
Third-party technology and data$14.4M$9.6M
Marketing, advertising, and tradeshows$32.2M$9.7M
General and administrative$16.8M$11.4M
Provision for credit losses$89.3M$55.0M
Total operating expenses$273.5M$188.9M
Operating Income$176.8M$82.2M
Net interest expense-$14.0M-$13.8M
Other income, net$123.0K$354.0K
Fair value adjustment on warrants$0-$1.3M
Loss on extinguishment of line of credit$0-$260.0K
Income before taxes$162.9M$67.3M
Income tax expense (benefit)$29.8M-$11.2M
Net Income$133.1M$78.5M
Foreign currency translation adjustment$905.0K-$941.0K
Total Comprehensive Income$134.0M$77.6M
Basic (in usd per share)$3.93$2.33
Diluted (in usd per share)$3.72$2.19
Basic (in shares)33.9M shares33.7M shares
Diluted (in shares)35.7M shares35.9M shares

Compare Sezzle with another company

Corporate structure

Sezzle sits at the top of its group. 2 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Sezzle

  • Charles Youakim Filed SCHEDULE 13D/A on Sezzle, latest Sep 14, 2026 (4 filings since Feb 15, 2024)
  • BlackRock Filed SCHEDULE 13G on Sezzle, latest Jan 21, 2026
  • Paul Paradis Filed SCHEDULE 13D/A on Sezzle, latest Jan 3, 2025 (2 filings since Jan 8, 2024)
  • Zip Co Ltd Filed SC 13D/A on Sezzle, latest Jul 13, 2022 (2 filings since Mar 4, 2022)
  • Sezzle Dover, Delaware, United States
    • Sezzle Payments Private Limited Subsidiary · Bengaluru, India

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Sezzle reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$665.0K8 Dec 31, 2025$800.0K8 Dec 31, 2024−16.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$64.1M8 Dec 31, 2025$73.2M8 Dec 31, 2024−12.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$7.0M8 Dec 31, 2025$5.1M8 Dec 31, 2024+38.0%
Accumulated amortization$3.7M8 Dec 31, 2025$2.6M8 Dec 31, 2024+39.5%
Finite-lived intangibles, net$3.3M8 Dec 31, 2025$2.4M8 Dec 31, 2024+36.4%

Properties, in its own words

Our corporate headquarters is currently located in Minneapolis, Minnesota where we lease 11,498 square feet of office space pursuant to a lease agreement that expires in June 2029. We also lease a small amount of additional space for our remote workforce to support our operations in North America and the winding down of our operations outside of North America. We believe that these premises are suitable and adequate for our needs now and for the foreseeable future. If required, we believe that suitable additional or alternative space would be available in the future on commercially reasonable terms.

Item 2 of the 10-K filed Feb 26, 2026.15

The story

Sezzle was founded in 2016, by Charlie Youakim, who had previously led Passport Parking, Paul Paradis, Killian Brackey, Emmanuel Isaac, Mia Peroff, and Rishi Mukherjee in Minneapolis. Sezzle raised over US$17 million in equity capital prior to its IPO, where it raised an additional US$30 million. The company also has a US$100 million debt facility from Bastion capital.

Sezzle's initial product was next-business-day ACH payments and a cashback reward system, later iterated changing to a “buy now, pay later” model in 2017. Sezzle launched its product to the United States in August 2017. It raised US$9.1 million in mid-2018, and gained a US$100 million debt financing from Bastion Capital Corporation by the end of the year. At that time, it hired former US Bank executive Karen Hartje as its chief financial officer and former Target and TD Bank executive Jamie Kirkpatrick as its chief risk officer.

In April 2019, Sezzle raised US$5.7 million, partnered with Bank of America Merchant Services to implement their digital card processing solution within the payment platform, and expanded to Canada a few months later, opening its headquarters in Toronto, Ontario. Sezzle listed on the Australian Securities Exchange at AU$1.22 a share on 30 July 2019 and raised US$30 million. In December 2019, it gained a US$100 million line of credit.

In February 2020, Sezzle announced that it topped 1 million active customers.

On 1 June 2020, Sezzle reincorporated as a Public Benefit Corporation, making Sezzle the first “buy now, pay later” corporation with such a status. Later that summer, the company raised US$55 million from its equity in the ASX, and hired former PayPal executive Veronica Katz as its chief revenue officer, while Paradis became the company's first president.

On 6 August 2020, Sezzle CEO Charlie Youakim said the company is testing its service offering in India, with an expected launch at the end of the year. The move would mark its first major expansion outside the US and Canadian marketplaces.

In 2021, it was revealed that Sezzle had begun operating in the Brazilian market. Also in that same year, US major retailer Target Corporation announced that it had chosen Sezzle as it preferred "Buy Now, Pay Later" partner making it the first top 5 US retailer to partner with a BNPL provider. Also in 2021, Sezzle CEO Charlie Youakim was selected by Worth Magazine as one its distinguished "100 Most Worthy" list for his work to financially empowering young consumers across the world.

In February 2022, Sezzle entered into a binding agreement to be acquired by Australian-owned Zip Co by way of statutory merger, implying Sezzle's value at A$491 million at the time of announcement.

Read the full text

In July 2022, Sezzle and Zip mutually agreed to terminate their previously announced merger agreement for the proposed acquisition of Sezzle by Zip. As part of the mutual termination, Sezzle will receive from Zip U.S. $11 million, to cover, among other things, Sezzle’s legal, accounting, and other costs associated with the transaction.

On June 9, 2025, Sezzle sued Shopify, alleging in a federal lawsuit that Shopify's e-commerce marketplace damaged its business and violated antitrust laws.

From Wikipedia’s article on Sezzle, shared under CC BY-SA 4.0.7

Leadership

Who has led Sezzle, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (17)

Products and brands

The Sezzle e-commerce payment platform enables customers of participating online stores to split the payment for their purchases into four installments. The first installment is paid at the moment of purchase while the other three are due at regular intervals over the following six weeks.

Instead of relying solely on a customer's FICO score for credit risk evaluation, Sezzle's underwriting system assesses each order individually and takes into account multiple factors including a soft credit score check, the customer's order history with Sezzle, and the total purchase amount. The customer's credit score is not impacted. Repeat customers who have paid off previous purchases on time are allowed to finance the purchase of more expensive products.

The platform operates as an alternative payment method that the customer selects at checkout to enable payment with participating retailers. Users can also shop and find stores through the Sezzle app and website.

From Wikipedia’s article on Sezzle, shared under CC BY-SA 4.0.7

Former names

  • Sezzle Inc.Mar 9, 2016 to Oct 9, 20266

Timeline

  1. Oct 8, 20268-K Results of operations37
  2. Aug 28, 20268-K Other events38
  3. Aug 18, 20268-K Entered a material agreement; New debt or obligation39
  4. Aug 12, 20268-K Regulation FD disclosure40
  5. Aug 6, 20268-K Results of operations41
  6. Jul 14, 20268-K Results of operations42
  7. May 13, 20268-K Regulation FD disclosure43
  8. May 12, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure44
  9. May 6, 20268-K Results of operations45
  10. Apr 15, 20268-K Results of operations46
  11. Apr 9, 20268-K Executive or director change47
  12. Mar 20, 20268-K Change of auditor48
  13. Aug 2023Went public Listed on NASDAQ1
  14. Jun 11, 2021New chief executive Charles Youakim becomes CEO16
  15. Jul 30, 2019Went public Listed on Australian Securities Exchange1
  16. 2016Founded Founded1

Calendar

Coming up

  1. Nov 4, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.71 a share, on Nov 5, 2025.49

When it reported results

  1. Oct 8, 2026Reported quarterly or annual results37
  2. Aug 6, 2026Reported quarterly or annual results41
  3. Jul 14, 2026Reported quarterly or annual results42
  4. May 6, 2026Reported quarterly or annual results45
  5. Apr 15, 2026Reported quarterly or annual results46
  6. Feb 25, 2026Reported quarterly or annual results50
  7. Feb 2, 2026Reported quarterly or annual results51
  8. Nov 5, 2025Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

676 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 103 major events, 370 insider forms, 9 large holders, 173 other. The latest 20:

  1. Oct 9, 2026144 EDGAR
  2. Oct 9, 2026144 EDGAR
  3. Oct 9, 2026DEF 14A EDGAR
  4. Oct 8, 20268-K EDGAR
  5. Sep 24, 20264 EDGAR
  6. Sep 24, 20264 EDGAR
  7. Sep 22, 20264 EDGAR
  8. Sep 14, 20264 EDGAR
  9. Sep 14, 2026SCHEDULE 13D/A EDGAR
  10. Aug 28, 20264 EDGAR
  11. Aug 28, 20268-K EDGAR
  12. Aug 25, 2026144 EDGAR
  13. Aug 24, 20264 EDGAR
  14. Aug 18, 20268-K EDGAR
  15. Aug 12, 20264 EDGAR
  16. Aug 12, 20264 EDGAR
  17. Aug 12, 20264 EDGAR
  18. Aug 12, 20264 EDGAR
  19. Aug 12, 20264 EDGAR
  20. Aug 12, 20268-K EDGAR

The 676 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

241 open-market trades by officers, directors and large owners since October 2021: 41 buys and 200 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 18, 2026Hunt Bryan CecilDirectorBuy250$115.86$29.0KForm 4
Aug 27, 2026Brehm Kyle M.DirectorSale1,000$125.92$125.9KForm 4
Aug 20, 2026Khurana RajeevGeneral CounselBuy129$115.88$15.0KForm 4
Jul 16, 2026Paradis PaulDirector & PresidentSale10,732$191.10$2.1MForm 4
Jul 16, 2026Brading Lee DicksonChief Financial OfficerSale434$195.03$84.6KForm 4
Jul 15, 2026Paradis PaulDirector & PresidentSale8,245$190.99$1.6MForm 4
Jul 15, 2026Brading Lee DicksonChief Financial OfficerSale9,900$188.31$1.9MForm 4
Jul 6, 2026Brading Lee DicksonChief Financial OfficerSale100$185.00$18.5KForm 4
Jul 1, 2026Brading Lee DicksonChief Financial OfficerSale10,000$178.23$1.8MForm 4
Jul 1, 2026Sabzivand AminChief Operating OfficerSale6,930$179.91$1.2MForm 4
Jun 26, 2026Brading Lee DicksonChief Financial OfficerSale5,574$169.55$945.1KForm 4
Jun 25, 2026Brading Lee DicksonChief Financial OfficerSale4,426$165.19$731.1KForm 4
Jun 18, 2026Brading Lee DicksonChief Financial OfficerSale3,920$160.65$629.8KForm 4
Jun 18, 2026Paradis PaulDirector & PresidentSale26,400$161.35$4.3MForm 4
Jun 12, 2026Paradis PaulDirector & PresidentSale26,400$133.47$3.5MForm 4
May 27, 2026Krause JustinSVP FINANCE AND CONTROLLERSale3,178$117.72$374.1KForm 4
May 11, 2026Paradis PaulDirector & PresidentSale768$100.14$76.9KForm 4
May 8, 2026Paradis PaulDirector & PresidentSale193$100.28$19.4KForm 4
May 7, 2026Paradis PaulDirector & PresidentSale25,439$103.30$2.6MForm 4
May 7, 2026Krause JustinSVP FINANCE AND CONTROLLERSale11,822$106.46$1.3MForm 4

All 241 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Amin SabzivandChief Operating Officer38$369.0K$1.2M57
2025Charles YouakimExecutive Chairman and Chief Executive Officer49$548.7K$1.1M57
2025Paul ParadisExecutive Director and President42$371.0K$578.5K57
2025Karen Hartjeformer Chief Financial Officer$304.0K$345.1K57
2024Charles YouakimExecutive Chairman and Chief Executive Officer49$536.5K$2.2M57
2024Paul ParadisExecutive Director and President42$362.8K$1.6M57
2024Karen Hartjeformer Chief Financial Officer$342.1K$1.4M57
2023Charles YouakimExecutive Chairman and Chief Executive Officer49$514.4K$1.9M57
2023Paul ParadisExecutive Director and President42$351.9K$1.2M57
2023Karen Hartjeformer Chief Financial Officer$327.9K$1.0M57

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.2,543,246$436.5M0.0%+5,289
Divisadero Street Capital Management, LP1,649,531$283.1M6.6%+337,917
Accredited Investors Inc.807,442$138.6M6.0%−79,200
Vanguard Capital Management LLC760,318$130.5M0.0%−3,301
State Street Corp659,899$113.3M0.0%+37,636
Geode Capital Management, LLC557,752$95.7M0.0%+36,714
Morgan Stanley496,739$85.3M0.0%+29,310
Driehaus Capital Management LLC476,026$81.7M0.5%New
Dimensional Fund Advisors LP467,492$80.2M0.0%+9,270
Vanguard Portfolio Management LLC352,612$60.5M0.0%+39,728
Bank Of America Corp /de/271,181$46.5M0.0%−54,882
Principal Financial Group Inc260,466$44.7M0.0%+13,059
Goldman Sachs Group Inc221,625$38.0M0.0%−28,948
Ardsley Advisory Partners LP215,000$36.9M4.0%−85,000
Northern Trust Corp166,611$28.6M0.0%+12,233
Charles Schwab Investment Management Inc158,566$27.2M0.0%+6,185
Citigroup Inc153,294$26.3M0.0%+65,629
Portolan Capital Management, LLC135,743$23.3M0.9%+65,697
First Trust Advisors LP129,154$22.2M0.0%+83,526
Vanguard Fiduciary Trust Co120,004$20.6M0.0%+2,549
G2 Investment Partners Management LLC118,907$20.4M3.7%−48,530
Jupiter Topco LLC113,232$19.4M0.0%New
Invesco Ltd.113,151$19.4M0.0%−10,768
Marshall Wace, Llp103,577$17.8M0.0%+76,723
Vident Advisory, LLC98,919$17.0M0.1%+17,868

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Sezzle is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSezzle Inc.2
  • CIK0001662991
  • Employer ID (EIN)81-097166015
  • Filer statusLarge accelerated filer not an emerging growth company; a smaller reporting company; not a shell company15
  • Incorporated inDelaware15
  • Fiscal year endsDecember 312
  • Industry code (SIC)7389 Services-Business Services, NEC2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address700 Nicollet Mall, Suite 640, Minneapolis, MN 554022
  • Phone651-240-60012
  • Shares outstanding33,675,014 as of Aug 4, 202614
  • Public float$3.2B as of Jun 30, 202515
  • AuditorBaker Tilly US, LLP, Minneapolis, Minnesota PCAOB ID 23; it also attests to the company’s internal control over financial reporting15
  • On EDGAR sinceMar 9, 20162
  • Filings704 in all: 4 (339), 144 (109), 8-K (107), 3 (23), 425 (23), 4/A (20), 10-Q (16), CORRESP (6)2
    All 35 form types

    DEF 14A (6), UPLOAD (6), 10-K (5), D (4), SCHEDULE 13D/A (4), 144/A (3), 424B3 (3), DEFA14A (3), SC 13D (3), 10-12G/A (2), D/A (2), EFFECT (2), PRE 14A (2), S-1/A (2), S-8 (2), 10-12G (1), 10-K/A (1), 3/A (1), 5 (1), 8-A12B (1), CERT (1), DEL AM (1), S-1 (1), S-3 (1), S-3ASR (1), SC 13D/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Oct 9, 2026
    Latest 8-K (8-K) Oct 8, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.00001 per shareSEZLThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).15

Risk factors and legal proceedings

The risks Sezzle names in Item 1A of its 10-K filed Feb 26, 2026: 58 risks under these headings, as written.15

  • Risks Related to Our Industry
  • The BNPL industry has become subject to increased regulatory scrutiny, and our failure to manage our business to comply with new regulations would materially and adversely affect our business, results of operations and financial condition.
  • We operate in a highly competitive industry, and our inability to compete successfully would materially and adversely affect our business, results of operations, financial condition, and prospects.
  • Macroeconomic conditions may adversely impact the ability and willingness of our shoppers to interact with the merchants on our platform, and for our shoppers to fulfill their obligations to us, each of which may adversely impact our business, results of operations and financial condition.
  • Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, prospects and share price.
  • Risks Related to Our Strategy and Growth
  • We have generated significant net losses in the past. We may not achieve or be able to maintain historic levels of profitability in the future.
  • If we fail to retain existing consumers or acquire new consumers in a cost-effective manner, our business, financial condition, and results of operations could be adversely affected.
  • Our ability to attract and retain consumers enrolled in our subscription products or maintain the competitiveness and value of our paid subscription products, our business, financial condition, and results of operations could be adversely affected.
  • If we fail to retain existing merchants or acquire new merchants in a cost-effective manner, our business, financial condition, and results of operations could be adversely affected.
  • We may not be able to sustain our total revenue growth rate, or our growth rate of related key operating metrics, in the future, and failure to effectively manage growth may adversely affect our financial results.
  • If we fail to promote, protect, and maintain our brand in a cost-effective manner, we may lose market share and our results of operations and financial condition may be negatively impacted.
The other 48 risks
  • We may require additional capital, and the terms of such capital may not be available on terms satisfactory to us, or at all.
  • Risks Related to Our Financing Program
  • Loans facilitated through our platform involve a high degree of financial risk because they are not secured, guaranteed, or insured, and consumers may not view or treat them with the same significance as other loan obligations.
  • Our agreement with our originating bank partner, WebBank, which has originated a substantial majority of loans facilitated by the Sezzle Platform since September 26, 2024, subjects us to an exclusivity provision and subject to early termination or suspension by WebBank upon the occurrence of certain events. If this agreement is terminated and we are unable to replace the commitments of WebBank or WebBank enters into a more favorable relationship with one of our competitors, our business, results of operations and financial condition may be adversely impacted.
  • We rely on the accuracy of third-party data, and inaccuracies in such data may lead to reduced total revenue.
  • Consumer bad debts and insolvency of merchants may adversely impact our financial success.
  • If our merchants fail to fulfill their obligations to consumers or comply with applicable law, we may incur costs.
  • Risks Related to Our Technology and the Sezzle Platform
  • Our results depend on integration, support, and prominent presentation of our platform by our merchants.
  • Unanticipated surges or increases in transaction volumes may adversely impact our financial performance.
  • Data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, or other disruptions to our technology system or a compromise of our data security could occur and would materially adversely impact our business and ability to protect the confidential information in our possession or control.
  • Real or perceived software errors, failures, bugs, defects, or outages related to the Sezzle Platform could adversely affect our business, results of operations, financial condition, and prospects.
  • Any significant disruption in, or errors in, service on our platform or relating to vendors could prevent us from processing transactions on our platform or posting payments.
  • Fraudulent activities may result in us suffering losses, causing a materially adverse impact to our reputation and results of operations.
  • Other Risks Related to Our Business
  • If we fail to comply with the applicable requirements of Visa or other payment processors, those payment processors could seek to fine us, suspend us or terminate our registrations, which could limit our ability to process transactions or earn related revenue, and could have a material adverse effect on our business, results of operations, financial condition, and prospects.
  • Our vendor relationships subject us to a variety of risks, and the failure of third parties to comply with legal or regulatory requirements or to provide various services that are important to our operations could have an adverse effect on our business, results of operations and financial condition.
  • The loss of key partners and merchant relationships would adversely affect our business.
  • Changes to our key operating metrics may negatively affect our business and reputation.
  • Conditions in the capital and credit markets, including higher interest rates, may adversely affect our access to various sources of capital or financing and the cost of capital, which could affect our business activities and earnings.
  • We are exposed to exchange rate fluctuations in the international markets in which we operate.
  • Our efforts to protect our intellectual property rights may not be sufficient.
  • We may be sued by third parties for alleged infringement, misappropriation, or other violation of their intellectual property or other proprietary rights.
  • Some aspects of our products and services incorporate open source software, and our use of open source software could negatively affect our business, results of operations, financial condition, and prospects.
  • Any loss of licenses or any quality issues with third-party technologies that support our business operations or are integrated with our products or services could have an adverse impact on our reputation and business.
  • Misconduct and errors by our employees, vendors, and service providers could harm our business and reputation.
  • We may not have adequate insurance to cover losses and liabilities.
  • Any inability to retain our workforce or recruit additional workforce could adversely impact our financial position.
  • Risks Related to Our Regulatory Environment
  • The BNPL industry is subject to various and complex state and federal laws in the United States and federal, provincial and territorial laws in Canada, and the costs to maintain compliance with such laws and regulations may be significant.
  • We are subject to the regulatory, supervisory, and enforcement authority of the CFPB. Regulations issued by the CFPB or examinations by the CFPB, or changes in such regulations and examinations, could impact our business and financial condition due to, among other things, increased compliance costs or costs due to noncompliance.
  • We rely on our originating bank partner for a substantial majority of the loans facilitated on the Sezzle Platform and if this relationship is successfully challenged or deemed impermissible, we could be found to be in violation of licensing, interest rate limit, lending, or brokering laws and face penalties, fines, litigation, or regulatory enforcement.
  • If loans made by us under our state lending licenses are found to violate applicable state lending or other laws, or if we were found to be operating without having obtained necessary licenses or approvals, it could adversely affect our business, results of operations, financial condition, and prospects.
  • Litigation, regulatory actions, and compliance issues could subject us to fines, penalties, judgments, remediation costs, and requirements resulting in increased expenses.
  • Stringent and evolving laws and regulations relating to privacy and data protection could result in claims, harm our results of operations, financial condition, and prospects, or otherwise harm our business.
  • Risks Related to Our Corporate Structure
  • We do not currently intend to pay dividends on our common stock; holders will benefit from an investment in our common stock only if it appreciates in value.
  • The trading price of our common stock has been, and may continue to be, volatile.
  • We may initiate stock buyback programs in the foreseeable future and, if initiated, we cannot guarantee that such programs will enhance the long-term value of our share price.
  • Our major stockholder owns a large percentage of our stock and can exert significant influence over us.
  • Future sales of common stock by our directors and officers could adversely affect the price of our common stock and could, in the future, result in a loss of control of our Company.
  • Future sales of common stock by our directors and officers, or their pledgees, as a result of foreclosure could adversely affect the price of common stock and could, in the future, result in a loss of control of our company.
  • Our Chairman and Chief Executive Officer is a party to a loan arrangement pursuant to which he has pledged as collateral a portion of his common stock in our company to an institutional lender, the sale or perceived sale of which may adversely impact the price of our common stock and result in negative publicity.
  • We are no longer an “emerging growth company” or a “smaller reporting company” and the reduced U.S. public company reporting requirements applicable to emerging growth companies and smaller reporting companies will no longer apply to us.
  • We incur significant costs and are subject to extensive regulations and requirements as a U.S. public company.
  • We can provide no assurance that our securities will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of the Nasdaq, our securities could be delisted.
  • We discovered a material weakness in our internal control over financial reporting. If we fail to remedy the material weakness or otherwise fail to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to report our financial results on a timely and accurate basis may be adversely affected.
  • Some provisions of our charter documents may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
  • Our Charter designates the Court of Chancery of the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
  • Risks Related to Our Existence as a Public Benefit Corporation
  • We operate as a Delaware public benefit corporation. As a public benefit corporation, we cannot provide any assurance that we will achieve our public benefit purpose.
  • As a public benefit corporation, our focus on providing a specific public benefit purpose and producing a positive effect for society may negatively impact our financial condition.
  • Our directors have a fiduciary duty to consider not only our stockholders’ interests, but also our specific public benefit and the interests of other stakeholders affected by our actions. If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders.
  • As a Delaware public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interest, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Legal proceedings

Except as set forth below, we are not currently involved in any material legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of their property is subject.

On June 9, 2025, we filed a lawsuit against Shopify, Inc., in the U.S. District Court for the District of Minnesota asserting federal and state antitrust violations. The lawsuit alleges that Shopify has been engaging and continues to engage in monopolistic and anticompetitive business practices in order to stifle competition for “buy now, pay later” service options on Shopify’s e-commerce platform. Sezzle is a seeking an injunction to prevent Shopify from continuing its anticompetitive conduct and to restore competition and consumer choice. Sezzle is also seeking damages, which could be tripled under applicable laws. Shopify has denied the allegations and filed a motion to dismiss the complaint. A hearing on such motion was held on December 8, 2025. As of the date of this report, the court has not issued a ruling on such motion and its outcome, including the timing of that outcome, cannot be predicted with certainty.

While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on our consolidated balance sheets, operations and comprehensive income, or cash flows.

The opening of Item 3, Legal Proceedings.15

Sources

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