8-K0001662991FALSE00016629912025-03-102025-03-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2025

Sezzle Inc.
(Exact name of registrant as specified in its charter)

Delaware001-4178181-0971660
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer
Identification No.)

700 Nicollet Mall
Suite 640
Minneapolis, MN 55402
(Address of principal executive offices, including zip code)

+1 (651) 240 6001
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per shareSEZLThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01. Other Events

On March 10, 2025, Sezzle Inc. (the “Company”) announced a six-for-one stock split of the Company’s common stock through a stock dividend. Each stockholder of record on March 21, 2025 will receive five additional shares of common stock for each share of common stock held, payable after the close of market on March 28, 2025. Trading is expected to begin on a split-adjusted basis on March 31, 2025.

Additionally, the Company announced that its Board of Directors authorized the repurchase of up to $50 million of the Company’s outstanding shares of common stock. A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEZZLE INC.
Dated: March 10, 2025By:/s/ Charles Youakim
Charles Youakim
Chief Executive Officer

Sezzle Inc. (NASDAQ: SEZL) | sezzle.com | 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402 1 March 10, 2025 Sezzle Announces Six-for-One Stock Split and $50 Million Stock Repurchase Program Sezzle Inc. (NASDAQ:SEZL,) (Sezzle or Company) // Purpose-driven digital payment platform, Sezzle, today announced that the Company’s Board of Directors (the “Board”) declared a six-for-one split of the Company’s common stock in the form of a stock dividend to make ownership more accessible to investors and employees. Each Sezzle stockholder of record at the close of business on March 21, 2025, will receive a dividend of 5 additional shares of common stock for every share held on the record date, to be distributed after the close of trading on March 28, 2025. Trading is expected to begin on a stock split adjusted basis on March 31. Additionally, the Board has authorized the Company to repurchase up to $50.0 million of the Company’s common stock. The repurchase program has no fixed expiration, allowing flexibility in execution based on market conditions and other factors. Repurchases under the program will be made in open market transactions in compliance with the Securities and Exchange Commission Rule 10b-18 and federal securities laws. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be extended, suspended or discontinued at any time at the Company’s discretion. Contact Information Lee Brading, CFA Investor Relations +1 651 240 6001 InvestorRelations@sezzle.com Erin Foran Media Enquiries +1 651 403 2184 erin.foran@sezzle.com

 
Sezzle Inc. (NASDAQ: SEZL) | sezzle.com | 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402 2 About Sezzle Inc. Sezzle is a fintech company on a mission to financially empower the next generation. Sezzle’s payment platform increases the purchasing power for millions of consumers by offering interest-free installment plans at online stores and select in-store locations. Sezzle’s transparent, inclusive, and seamless payment option allows consumers to take control over their spending, be more responsible, and gain access to financial freedom. For more information visit sezzle.com. Forward Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward- looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements include our expectations, whether stated or implied, regarding our financing plans and other future events. Forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements regarding the timing or nature of future operating or financial performance or other events. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others: a change in our plans to effectuate our stock repurchase program; impact of the “buy-now, pay-later” (“BNPL”) industry becoming subject to increased regulatory scrutiny; impact of operating in a highly competitive industry; a change in our ability to remain listed on the Nasdaq Capital Market; impact of macro-economic conditions on consumer spending; our ability to increase our merchant network, our base of consumers and underlying merchant sales (UMS); our ability to effectively manage growth, sustain our growth rate and maintain our market share; our ability to meet additional capital requirements; impact of exposure to consumer bad debts and insolvency of merchants; impact of the integration, support and prominent presentation of our platform by our merchants; impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; impact of key vendors or merchants failing to comply with legal or regulatory requirements or to provide various services that are important to our operations; impact of the loss of key partners and merchant relationships; impact of exchange rate fluctuations in the international markets in which we operate; our ability to protect our intellectual property rights; our ability to retain employees and recruit additional employees; impact of the costs of complying with various laws and regulations applicable to the BNPL industry in the United States and Canada; and our ability to achieve our public benefit purpose and maintain our B Corporation certification. The Company

 
Sezzle Inc. (NASDAQ: SEZL) | sezzle.com | 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402 3 cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read the Company's filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties, including but not limited to those risks described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. The Company's business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

 
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Cover Page
Mar. 10, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 10, 2025
Entity Registrant Name Sezzle Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41781
Entity Tax Identification Number 81-0971660
Entity Address, Address Line One 700 Nicollet Mall
Entity Address, Address Line Two Suite 640
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55402
Country Region +1
City Area Code 651
Local Phone Number 240 6001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001662991
Amendment Flag false
Title of 12(b) Security Common Stock, par value $0.00001 per share
Trading Symbol SEZL
Security Exchange Name NASDAQ
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