szl-20251231



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
			WASHINGTON, D.C. 20549
			FORM 10-K/A
			(Amendment No. 1)


(Mark One)
☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-41781

SEZZLE INC.

(Exact name of registrant as specified in its charter)


Delaware						81-0971660
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
700 Nicollet Mall, Suite 640, Minneapolis, Minnesota						55402
(Address of principal executive offices)						(Zip Code)

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

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per share	SEZL	The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐


Smaller reporting company ☒			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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2025, was $3,165.9 million based on the closing price of $179.25 per share of Common Stock as reported on The Nasdaq Stock Market LLC.

The total number of shares of common stock, par value $0.00001 per share, outstanding at February 24, 2026 was 33,801,675.

DOCUMENTS INCORPORATED BY REFERENCE

None.


PART III
Item 10	Directors, Executive Officers and Corporate Governance	4
Item 11	Executive Compensation	12
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13	Certain Relationships and Related Transactions, and Director Independence	24
Item 14	Principal Accountant Fees and Services	25

PART IV
Item 15	Exhibits and Financial Statement Schedules	26

	Signatures	27



Name	Age	Director Since	Position	Committee Membership
Lee Brading	58	—	Chief Financial Officer	—
Kyle Brehm	41	2024	Independent Non-Executive Director	Audit and Risk Committee (Member), Compensation Committee (Member), and Nominating and Corporate Governance Committee (Member)
Stephen East	62	2024	Independent Non-Executive Director	Audit and Risk Committee (Chair), Compensation Committee (Chair), and Nominating and Corporate Governance Committee (Chair)
Bryan Hunt	57	2026	Independent Non-Executive Director	Audit and Risk Committee (Member), Compensation Committee (Member), and Nominating and Corporate Governance Committee (Member)
Paul Paradis	42	2018	Co-Founder, Executive Director, and President	—
Amin Sabzivand	38	—	Chief Operating Officer	—
Charles Youakim	49	2016	Co-Founder, Executive Chairman, and Chief Executive Officer	—


Name and principal position	Year	Salary		Bonus		Stock awards(1)(2)		Option awards(1)(2)		Nonequity incentive plan compensation(3)		All other compensation(4)		Total ($)
Charles Youakim, Executive Chairman and Chief Executive Officer	2025	$	548,653	$	—	$	—	$	—	$	551,565	$	185	$	1,100,403
	2024	536,510		—		463,920		682,642		540,750		291		2,224,113
Paul Paradis, Executive Director and President	2025	370,994		—		—		—		186,482		21,002		578,478
	2024	362,783		—		914,560		—		274,238		20,714		1,572,295
Karen Hartje, Chief Financial Officer	2025	303,987		—		—		—		—		41,135		345,122
	2024	342,058		—		914,560		—		155,000		20,816		1,432,434


	Option Awards						Stock Awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Charles Youakim	78,954	—	—	5.32	(1)	7/27/2029	—	—	98,688	(3)	6,264,714
	24,306	—	40,512	11.38	(2)	4/1/2034	—	—	—		—
Paul Paradis	78,954	—	—	5.32	(1)	7/27/2029	—	—	59,208	(3)	3,758,524
	—	—	—	—		—	—	—	37,500	(4)	2,380,500
Karen Hartje(5)	—	—	—	—		—	—	—	—		—


Plan Category	Number of Securities Issuable Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Further Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
Equity compensation plans approved by security holders	1,565,329	(1)	$	16.42	(2)	1,628,878	(3)
Equity compensation plans not approved by security holders	None		N/A			None
Total	1,565,329		$	16.42		1,628,878


Year(1)	Summary Compensation Table Total for PEO(2)		Compensation Actually Paid to PEO(3)		Average Summary Compensation Table Total for Non-PEO NEOs(2)		Average Compensation Actually Paid to Non-PEO NEOs(3)		Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(4)		Net Income (in thousands)
2025	$	1,100,403	$	5,470,348	$	461,800	$	2,823,618	$	1,856	$	133,130
2024	2,224,113		11,580,877		1,502,365		10,141,144		1,247		78,522


	2025				2024
	PEO		Average Non-PEO NEOs(8)		PEO		Average Non-PEO NEOs(8)
Summary Compensation Table ("SCT") Total(1)	$	1,100,403	$	461,800	$	2,224,113	$	1,502,365
Minus: Stock award values reported in SCT(2)	—		—		(463,920)		(914,560)
Minus: Option award values reported in SCT(2)	—		—		(682,642)		—
Plus: Year-end fair value of outstanding and unvested equity awards granted in fiscal year(3)	—		—		2,685,115		2,557,800
Plus/(Minus): Change in fair value of outstanding and unvested equity awards granted in prior fiscal years(4)	2,835,316		3,024,059		6,965,108		6,312,975
Plus: Vesting date fair value of equity awards granted and vested during the fiscal year(5)	—		—		—		—
Plus/(Minus): Change in fair value from end of prior year to vesting date of equity awards granted in prior years that vested during the fiscal year(6)	1,534,629		978,588		853,103		682,564
Minus: Fair value at the end of prior years of equity awards granted in prior years that were forfeited during the fiscal year(7)	—		(1,640,829)		—		—
Compensation Actually Paid	$	5,470,348	$	2,823,618	$	11,580,877	$	10,141,144


Name(1)	Fees earned or paid in cash(1)		Stock awards(2)		Option awards		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation(3)		Total
Kyle Brehm	$	75,000	$	59,862	$	—	$	—	$	—	$	2,463	$	137,325
Stephen East	90,000		59,862		—		—		—		2,880		152,742
Karen Webster(4)	75,000		59,862		—		—		—		10,666		145,528


Name of Beneficial Owner	Number of Shares of Common Stock	Percentage of Common Stock
5% Shareholders
BlackRock Inc.(1)	2,415,350	7.2	%

Directors and Executive Officers
Lee Brading(2)	300,583	*
Kyle Brehm(3)	22,814	*
Stephen East(4)	9,490	*
Bryan Hunt(5)	2,800	*
Paul Paradis(6)	1,225,889	3.6	%
Amin Sabzivand(7)	131,036	*

Charles Youakim(8)	14,833,274	44.0	%
All directors and executive officers	16,225,303	48.8	%


	2025		2024
Audit Fees(1)	$	1,546	$	779
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	1,546	$	779


	SEZZLE INC.

Dated: April 30, 2026	By:	/s/ Charles Youakim
		Charles Youakim
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

Dated: April 30, 2026	By:	/s/ Lee Brading
		Lee Brading
		Chief Financial Officer
		(Principal Financial Officer)

Amendment: SEC Form 10-K/A filed by Sezzle Inc.