Sezzle Inc 2025年度报告

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 thepreceding 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 90days. 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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial 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 overfinancial 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 thecorrection 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 theregistrant’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 June30, 2025, was $3,165.9 million based on the closing price of $179.25per 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 February24, 2026 was 33,801,675. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’sdefinitive proxy statement for its 2026 Annual Meeting of Stockholders. Such proxy statement will be filed with the Securities and Exchange Commission within 120days of the registrant’s fiscal year ended December31, 2025. SEZZLE INC. TABLE OF CONTENTS Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities53Item 6[Reserved]54Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations55Item 7AQuantitative and Qualitative Disclosures About Market Risk68Item 8Financial Statements and Supplementary Data69Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure100Item 9AControls and Procedures101Item 9BOther Information103Item 9CDisclosure Regarding Foreign Jurisdictions That Prevent Inspections104 Item 10Directors, Executive Officers and Corporate Governance105Item 11Executive Compensation106Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107Item 13Certain Relationships and Related Transactions, and Director Independence108Item 14Principal Accountant Fees and Services109 FORWARD-LOOKING STATEMENTS The information in this Annual Report on Form 10-K and the documents incorporated by reference herein (“Form 10-K”) includes“forward-looking statements” under Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact,regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans andobjectives of management included in this Form 10-K are forward-looking statements. When used in this Form 10-K, the words“could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” and similar expressions (or the negativ