szl-202507318-K0001662991FALSE00016629912025-07-312025-07-31
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 | |
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| FORM 8-K | |
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| CURRENT REPORT | |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): July 31, 2025
Sezzle Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-41781 | | 81-0971660 |
| (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:
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☐ | 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:
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| 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2025, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Compensation Committee, approved an amendment (the “Plan Amendment”) to the Sezzle Inc. 2021 Equity Incentive Plan (the “Plan”). The Plan Amendment permits the Company to facilitate sales by a third-party administrator of shares of common stock issuable upon settlement of incentives awarded under the Plan to fund tax withholding obligations of Plan participants (commonly referred to as “sell-to-cover transactions”). The Plan Amendment also permits the Company to delay the settlement in shares of Plan incentive awards that vest during “black-out periods” in which trading in common stock of the Company is prohibited by the Company’s Securities Trading Policy. Unless the affected participant remits the applicable tax withholding amount to the Company in cash upon the vesting date of an incentive award, the Company may delay settlement of the award until the next trading day on which the sale of stock in a sell-to-cover transaction would not violate the Securities Trading Policy (but not beyond the short term-term deferral period under IRS deferred compensation rules).
Each holder of outstanding Plan incentive awards, including the Company’s principal executive officer, principal financial officer, and other named executive officers, acknowledged in writing that the terms of the Plan Amendment apply to such awards (the “Award Amendments”).
The foregoing descriptions of the Plan Amendment and the Award Amendments are summaries only and are qualified in their entireties by reference to the Plan Amendment and the form of Award Amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this report and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
| 10.1 | | |
| 10.2 | | |
| 104 | | Cover 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.
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| SEZZLE INC. |
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| Dated: August 4, 2025 | By: | /s/ Charles Youakim |
| | Charles Youakim |
| | Chief Executive Officer |
SEZZLE INC.
AMENDMENT TO
SEZZLE 2021 EQUITY INCENTIVE PLAN
This Amendment, dated effective July 31, 2025 (this “Amendment”), amends the Sezzle 2021 Equity Incentive Plan (as amended from time to time, the “Plan”) of Sezzle Inc., a Delaware corporation (the “Company”). Except as otherwise explicitly set forth herein, all provisions of the Plan shall remain in full force and effect. Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Plan.
WHEREAS, the Company adopted the Plan on June 15, 2021;
WHEREAS, Section 9 of the Plan provides that, subject to certain exceptions, the Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by applicable law; and
WHEREAS, the Company’s Board of Directors, acting in its capacity as the Administrator of the Plan for purposes of Section 9 of the Plan, has approved the terms and conditions of this Amendment;
NOW, THEREFORE, the Plan is hereby amended upon the following terms and conditions.
1.Taxes. Section 6(a)(6) of the Plan is hereby deleted in its entirety and replaced as follows:
(6) Taxes. The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or other property under an Award are conditioned upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the Award. The Administrator will prescribe such rules for the withholding of taxes and other amounts with respect to any Award as it deems necessary. Without limitation to the foregoing, the Company or any affiliate of the Company will have the authority and the right to deduct or withhold (by any means set forth herein or in an Award agreement), or require a Participant to remit to the Company or an affiliate of the Company, an amount sufficient to satisfy all U.S. and non-U.S. federal, state and local income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the Plan and any Award hereunder and legally applicable to the Participant and required by law to be withheld (including, any amount deemed by the Company, in its discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or any affiliate of the Company) (collectively, the “Withholding Amount”). The Administrator, in its sole discretion, may (i) hold back shares of Stock from an Award, (ii) or permit a Participant to tender previously-owned shares of Stock, or (iii) facilitate a sale by a third-party administrator of shares of Stock issuable upon settlement of an Award (a “Sell-to-Cover Transaction”), in each case in satisfaction of a Participant’s obligation to pay the Withholding Amount tax or other withholding requirements (but not in excess of the maximum withholding amount
Withholding Amount consistent with the Award being subject to equity accounting treatment under the Accounting Rules). Any amounts withheld by the Company or any of its affiliates or paid to the Company in connection with any Sell-to-Cover Transaction pursuant to this Section 6(a)(6) will be treated as though such amounts had been paid directly to the applicable Participant. In addition, the Company or any of its affiliates may, to the extent permitted by law, deduct any Withholding Amount such tax and other withholding amounts from any payment of any kind otherwise due to a Participant from the Company or any of its affiliates, as applicable.
2.Compliance with Trading Policy. Section 6(a)(11) of the Plan is hereby added as follows:
(11) Trading Compliance. If the date on which an Award is to be settled in shares of Stock occurs when the sale of Stock by a Participant in a Sell-to-Cover Transaction would violate the provisions of the Trading Policy, then, unless the Participant pays the entire Withholding Amount in cash to the Company on such date, the Company may delay such settlement until the next trading day on which the sale of such Stock in a Sell-to-Cover Transaction would not violate the Trading Policy, but in any event, no later than the fifteenth (15th) day of the third (3rd) calendar month following the year in which such settlement was otherwise scheduled to occur.
3.3. Sell-to-Cover Transactions. Section 6(a)(12) of the Plan is hereby added as follows:
(12) Sell-to-Cover Transactions. If the Administrator determines to facilitate a Sell-to-Cover Transaction pursuant to Section 6(a)(6) above, then the Participant shall use its good faith, reasonable efforts to provide the Company, its legal counsel and third-party administrator with any and all information to facilitate such Sell-to-Cover Transaction.
4.Definitions. Exhibit A of the Plan is amended to include the following definition:
“Trading Policy” means the Company’s Securities Trading Policy, as may be in effect from time to time.
5.5. Effective Date. This Amendment shall be effective as of the date hereof.
6.No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Plan shall remain in full force and effect.
7.References. All references in the Plan and all Awards to the “Plan” shall hereafter refer to the Plan, as amended hereby.
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In Witness Whereof, the undersigned have executed this Amendment as of the date first written above.
SEZZLE INC.
By:
Name: Charles Youakim
Title: Executive Chairman and Chief Executive Officer
August 1, 2025
[Participant Name]
[Participant Email]
Re: Notice and Acknowledgment of Plan Amendment
You were previously awarded certain restricted stock units (the “Award(s)”) of Sezzle Inc., a Delaware corporation (the “Company”), under the Company’s 2021 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”), subject to the terms and conditions set forth in the Notice(s) and Equity Award Agreement(s) between you and the Company (collectively, the “Award Agreement(s)”). Capitalized terms used in this Notice and Acknowledgment (“Notice”) have the meanings set forth in the Plan, unless otherwise defined in this Notice.
On July 31, 2025, the Company adopted an amendment to the Plan attached as Exhibit A (the “Plan Amendment”). The Company adopted the Plan Amendment to, among other things, permit the Company to delay the settlement of Awards that vest during “blackout periods” under the Company’s Securities Trading Policy. As contemplated by the Plan Amendment, in the future, the Company intends to delay the settlement of your Award(s) until the Company can facilitate a Sell-To-Cover Transaction in an open trading window under the Company’s Securities Trading Policy that yields proceeds to satisfy your withholding tax obligations with respect to such settlement (unless you elect to remit to the Company cash amounts sufficient to satisfy such tax withholding obligations).
By executing the acknowledgement below, you agree to the following terms and conditions:
1. You have received and reviewed the terms of the Plan Amendment, and agree that the Plan Amendment amends the Plan and is incorporated into each Award Agreement governing your outstanding Award(s).
2. Except as explicitly amended by the Plan Amendment, all of the terms and conditions of the Plan and the Award Agreement(s) remain in full force and effect.
3.All references in the Award Agreement(s) to “the Plan” shall hereafter refer to the Plan, as amended by the Plan Amendment.
4.This Notice may be executed in counterparts, each of which shall be considered an original. Signatures may be delivered electronically or by facsimile, and the parties agree to accept and be bound by electronic and facsimile copies of original signatures to this Notice.
Sincerely,
Name: Charles Youakim
Title: Executive Chairman and Chief Executive Officer
ACKNOWLEDGED AND AGREED:
PARTICIPANT:
(PRINT NAME)
(Signature)
Enclosures
Exhibit A
Plan Amendment
See attached.
