1
2 0 2 4 A N N U A L R E P O R T
Financial Wellness
Has Arrived
2
Performance Highlights
(all dollar amounts are denominated in USD)
GMV is defined as the total value of sales made by merchants based on the purchase price of each confirmed sale where a consumer has selected
the Sezzle Platform as the applicable payment option. GMV does not represent revenue earned by us, is not a component of our income, nor is
included within our financial results prepared in accordance with U.S. GAAP.
“Active Consumers” is defined as unique consumers who have placed an order with us within the last twelve months.
“Monthly On-Demand Users and Subscribers” (or “MODS”) is defined as unique consumers who have placed at least one On-Demand order
during the month ended December 31, 2024, plus consumers with an active subscription for either Sezzle Premium or Sezzle Anywhere as of the
end of the period
3
Innovation begins with listening to the consumers who rely
on us every day. From reimagining the shopping experience
to putting financial control in their hands, our mission
remains clear: to financially empower our consumers. In
2024, this clarity of purpose, paired with our relentless
execution, delivered extraordinary results for consumers,
merchant partners, and you, our investors.
We transformed how consumers engaged with Sezzle. Our
Premium and Anywhere subscription products expanded,
empowering our subscribers with unmatched convenience
and flexibility. Responding directly to their feedback, we
introduced Sezzle On-Demand, bringing Pay-in-4 anywhere
Visa is accepted—no subscription required. These
innovations, alongside numerous other efforts, including
the efficient scaling of our team, fueled a 70% increase
in revenue and a ten-fold increase in annual Net Income.
This financial strength generated $40 million in operating
cash flow, enabling us to return $20 million to shareholders
through buybacks in 2024. Building on that momentum, we
began 2025 by announcing a $50 million share repurchase
program.
Recognition followed our execution as Forbes ranked us 3rd
among America’s Most Successful Mid-Cap Companies—a
clear testament to our strategic execution.
Expanding Consumer Financial Flexibility
In 2024, our subscription offerings flourished, with total
subscribers soaring 68.1% YoY to 517,000 across Premium
and Anywhere. By year-end, those subscribers placed 10
more orders on average than non-subscribers, with our top
10% of Anywhere subscribers transacting approximately 34
times within a 90-day period. This growth was driven by
a clear understanding of what consumers want—and our
ability to deliver it. More importantly, our subscribers made
it clear how much they value Sezzle. Their feedback speaks
volumes, with Net Promoter Scores of 57 for Premium and
67 for Anywhere.
A landmark banking partnership with WebBank further
elevated our growth trajectory, unlocking new avenues
for innovation while also unlocking additional revenue on
our existing products. In Q4, we launched On-Demand in
partnership with WebBank, enabling consumers to enjoy the
benefits of Pay-in-4 anywhere Visa is accepted without a
subscription. By blending this with our subscription model,
we’re positioning Sezzle as the top-of-wallet choice for
flexible, seamless payments anytime, anywhere.
Elevating the Shopping Experience
Shopping is no longer just about checkout—it’s about
control, personalization, and value. In 2024, Sezzle became
more than just the Responsible Way to PayTM. We became a
trusted partner for consumers navigating every step of their
shopping and financial journey.
With access to over a million products in our product
marketplace, consumers now enjoy AI-driven
personalization, price tracking, auto-couponing, and wish
lists. Features like Payment Streaks reward responsible
spending, while Money IQ turns financial learning into an
engaging, gamified experience. We also know peace of
mind matters for our consumers, so with added protections
like product return assurance, Sezzle consumers are covered
from checkout to delivery.
As we enter 2025, we’re committed to helping consumers
feel more financially empowered—not just through better
payment options, but through better experiences.
Strengthening the Sezzle Brand
The progress we made in 2024 did not go unnoticed.
Our momentum drew accolades from Forbes, CNET,
CNBC, Worth, and others, validating our innovation and
our stakeholder-driven approach. To amplify our identity,
we seized a bold opportunity: a jersey patch sponsorship
with our hometown Minnesota Timberwolves. We didn’t
choose the Timberwolves because they were based in
Minneapolis, as we’re a North American brand. We chose
the Timberwolves because of a mutual pursuit of excellence.
We believe that the Timberwolves are on the rise and with
that rise, our brand sponsorship will increase in value, as
well.
Dear Fellow Shareholders,
4
This collaboration gave us a powerful platform to
showcase our identity and improve our brand awareness
with multiple stakeholder groups, including consumers,
merchants, investors, and partners. As both Sezzle and the
Timberwolves reach new heights in the BNPL sector and on
the court, we believe this partnership sets us up to expand
our brand presence and deepen our impact.
Driving Shareholder Value
A superior consumer experience doesn’t just build loyalty—
it drives results. We laid a strong foundation in 2023 with
our first full year of profitability. We then built on that
momentum in 2024 through the successful execution of
strategic initiatives, delivering $78.5 million in net income,
a ten-fold increase year-over-year, and nearly a $150
million net income improvement over the last 4 years. This
profitable success enabled $20 million in share repurchases,
rewarding your faith in our long-term vision.
Profitability has not changed our mindset. We remain
focused on leading the way and creating an impact as a
growth-oriented tech company, while also maintaining
disciplined expense management and operational
efficiencies. To say it another way, we believe we can
scale rapidly while also staying financially fit. With strong
consumer engagement and continued innovation, we
are guiding to over 55% pre-tax income growth for 2025
and have announced an additional $50 million share
repurchase program. Our focus on profitable growth
remains unwavering, ensuring your investment powers not
just today’s gains, but tomorrow’s breakthroughs.
Powered by People, Driven by Purpose
It’s easy to be the person delivering the message after such
an exceptional year, but it’s crucial to not forget that success
is powered behind the scenes. Nothing we’ve accomplished
would be possible without our exceptional Sezzlers, who
show up every day with unrelenting passion, grit, and belief
in our mission.
To you, our shareholders, thank you for your continued trust
and support. Your belief fuels our ambition and keeps us
focused on delivering real, sustainable value.
2024 was a defining year. In 2025, we’re poised to write an
even bolder chapter. If our progress surprised you this year,
stay tuned–we’re just getting started.
Charlie Youakim
Executive Chairman and
Chief Executive Officer
charlie.youakim@sezzle.com
5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 2024
OR
o
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 o 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 o 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 o
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 o
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 o
Accelerated filer
Non-accelerated filer o
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. o
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.
o
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. o
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). o
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, 2024, was $243,028,721 based on the closing price of $88.22 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 25, 2025 was 5,642,281.
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’s
definitive proxy statement for its 2025 Annual Meeting of Stockholders. Such proxy statement will be filed with the Securities and Exchange Commission within 120
days of the registrant’s fiscal year ended December 31, 2024.
2
SEZZLE INC.
TABLE OF CONTENTS
PART I
Item 1
Business
6
Item 1A
Risk Factors
20
Item 1B
Unresolved Staff Comments
46
Item 1C
Cybersecurity
46
Item 2
Properties
47
Item 3
Legal Proceedings
47
Item 4
Mine Safety Disclosures
47
PART II
Item 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
48
Item 6
[Reserved]
49
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
50
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
63
Item 8
Financial Statements and Supplementary Data
64
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
90
Item 9A
Controls and Procedures
90
Item 9B
Other Information
91
Item 9C
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
91
PART III
Item 10
Directors, Executive Officers and Corporate Governance
92
Item 11
Executive Compensation
92
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
92
Item 13
Certain Relationships and Related Transactions, and Director Independence
92
Item 14
Principal Accountant Fees and Services
92
PART IV
Item 15
Exhibits and Financial Statement Schedules
93
Item 16
Form 10-K Summary
95
Signatures
96
3
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
of the 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 and
objectives 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 negative versions of such
words or expressions) are intended to identify forward-looking statements, although not all forward-looking statements contain such
identifying words. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary
statements described under the heading “Risk Factors” included in this Form 10-K and in other filings we make with the Securities
and Exchange Commission. These forward-looking statements are based on our current expectations and assumptions about future
events and are based on currently available information as to the outcome and timing of future events. There is a risk that such
predictions, estimates, projections, and other forward-looking statements will not be achieved. Nevertheless, and despite the fact that
management’s expectations and estimates are based on assumptions management believes to be reasonable and data management
believes to be reliable, our actual results, performance or achievements are subject to future risks and uncertainties, any of which could
materially affect our actual performance. Risks and uncertainties that could affect such performance include, but are not limited to:
•
impact of the “buy-now, pay-later” (“BNPL”) industry becoming subject to increased regulatory scrutiny;
•
impact of operating in a highly competitive industry;
•
impact of macro-economic conditions on consumer spending and consumer credit;
•
our ability to maintain our relationship with our existing merchant base, increase our merchant network and Gross
Merchandise Volume (“GMV”);
•
our ability to retain and increase our consumer base and GMV;
•
our ability to effectively manage growth, sustain our growth rate and maintain our market share;
•
our ability to maintain adequate access to capital in order to meet the capital requirements of our business;
•
the loans facilitated through the Sezzle Platform involve a high degree of financial risk;
•
our reliance on our originating bank partner to originate a substantial majority of the loans facilitated by the Sezzle Platform;
•
our reliance on third-party data to assess creditworthiness of consumers;
•
impact of exposure to consumer bad debts and insolvency of merchants;
•
our ability to comply with the applicable requirements of Visa and other payment processors;
•
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 exchange rate fluctuations in the international markets in which we operate;
•
our ability to protect our intellectual property rights and third party allegations of the misappropriation of 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;
•
our ability to comply with applicable state lending licenses and other state lending laws and regulations;
•
the impact of litigation, regulatory investigations and actions, and compliance issues on our business; and
•
our ability to achieve our public benefit purpose and maintain our B Corporation certification.
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult
to predict and many of which are beyond our control. These risks include, but are not limited to, the risks described under “Risk
Factors” in this Form 10-K. Should one or more of the risks or uncertainties described in this Form 10-K occur, or should underlying
assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking
statements.
All forward-looking statements, expressed or implied, included in this Form 10-K are expressly qualified in their entirety by these
cautionary statements. These cautionary statements should also be considered in connection with any subsequent written or oral
forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we
disclaim any intention or obligation to update any forward-looking statements, to reflect events or circumstances occurring after the
date of this Form 10-K.
4
SUMMARY OF RISK FACTORS
Our business is subject to numerous risks and uncertainties, including those highlighted in Item 1A “Risk Factors,” of this Form 10-K.
If any of these risks actually occur, our business, financial condition, or results of operations would likely be materially and adversely
affected. In such case, the trading price of our shares of common stock would likely decline, and you may lose all or part of your
investment. These risks include, but are not limited to, the following:
Risks Related to Our Industry
•
Our industry has become subject to increased regulatory scrutiny.
•
We operate in a highly competitive industry.
•
Our success is subject to macro-economic conditions that have an impact on consumer spending and consumer credit.
•
We, and our industry, has been and may continue to be subject to negative publicity.
Risks Related to Our Strategy and Growth
•
We have a limited operating history, and until recently, a history of operating losses.
•
Our business depends on our ability to maintain and increase our merchant network and GMV.
•
Our business depends on our ability to retain and increase our consumer base and GMV.
•
Our ability to effectively manage growth.
•
We may not be able to sustain our growth rate.
•
Our ability to promote and maintain our brand.
•
We may require additional capital.
Risks Related to Our Financing Program
•
Loans facilitated through our platform involve a high degree of financial risk.
•
Our agreement with our originating bank partner is non-exclusive and subject to termination by our originating partner upon
the occurrence of certain events.
•
We rely on third-party data to assess the creditworthiness of consumers and such data may be inaccurate.
•
Consumer bad debts and insolvency of merchants may adversely impact our financial success.
•
Merchants may fail to fulfill their obligations to consumers or comply with applicable law.
•
Our internet-based loan origination processes may give rise to greater risks than paper-based processes.
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.
•
The occurrence of data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or
ransomware, physical security breaches, natural disasters, or similar disruptions.
•
Real or perceived software failures or outages.
•
Disruption in service on our platform that prevents or delays us from processing transactions.
•
Fraudulent activities occurring on our platform.
5
Other Risks Related to Our Business
•
Our ability to comply with the applicable requirements of payment processors.
•
The failure of key vendors or merchants to comply with legal or regulatory requirements or to provide various services that
are important to our operations.
•
The loss of key partners and merchant relationships.
•
Changes to our key operating metrics and real or perceived inaccuracies.
•
Conditions in the capital and credit markets, including higher interest rates.
•
Exchange rate fluctuations between the United States and Canada.
•
Our ability to use net operating losses.
•
Our ability to protect our intellectual property rights.
•
The loss of licenses or any quality issues with third-party technology that support our business operations or are integrated
with our products or services.
•
Our insurance may not apply or be sufficient.
•
Our business is subject to damage or interruption from events beyond our control.
•
Our inability to retain employees or recruit additional employees, and risks of employee misconduct.
Risks Related to Our Regulatory Environment
•
The costs of complying with various laws and regulations applicable to the BNPL industry in the United States and Canada.
•
We are subject to various laws in the United States and Canada concerning lending programs, consumer finance and
consumer protection.
•
We are subject to the regulatory, supervisory and enforcement authority of the CFPB.
•
We rely on our originating bank partner model to originate a substantial majority of the loans facilitated on the Sezzle
Platform.
•
Failure to identify, obtain and operate the licenses necessary to operate our business.
•
Violating applicable federal, state and/or local lending or other laws.
•
Litigation, regulatory actions, and compliance issues could subject us to increased costs.
•
Privacy and data protection laws could result in claims or harm our business.
Risks Related to Our Corporate Structure
•
We have not paid dividends on our common stock and any future payment of dividends will be at the discretion of our board
directors and depend on certain factors.
•
Our stock repurchase(s) could affect the price of our stock and increase volatility in the market.
•
Our Chief Executive Officer and Chairman of the board owns a large percentage of our stock and can exert significant
influence over us.
•
A large percentage of our stock are pledged securities subject to foreclosure or disposal upon the occurrence of certain events.
•
We are an “emerging growth company,” and the reduced U.S. public company reporting requirements applicable to emerging
growth companies may make our shares of common stock less attractive to investors.
•
We have and will continue to incur significant costs and are subject to additional regulations and requirements as a public
company in the United States traded on the Nasdaq Capital Market.
•
Our inability to continue to meet Nasdaq's continued listing requirements.
•
Failure to maintain effective internal control over financial reporting or disclosure controls may adversely affect our ability to
report our financial results in a timely and accurate basis.
•
Some provisions of our charter documents may have anti-takeover effects, and the exclusive forum designation may limit
stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Risks Related to Our Existence as a Public Benefit Corporation and a Certified B 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 public benefit purpose may negatively impact our financial
condition.
•
Our directors have a fiduciary duty to consider not only our stockholders’ interests, but also our specific public purpose and
the interests of other stakeholders affected by our actions.
•
Increased derivative litigation concerning our duty to balance stockholder and public benefit interest.
•
A loss of our certification as a B Corporation or a decline in our score.
6
PART I
ITEM 1. BUSINESS
Unless otherwise noted, references in this Form 10-K to “we,” “us,” “our,” “Company,” or “Sezzle” refer collectively to Sezzle Inc.
and our subsidiaries.
Our Company
We are a purpose-driven payments company on a mission to financially empower the next generation. Launched in 2017, we have
built a digital payments platform that provides consumers a flexible alternative to traditional credit. Through our products, we aim to
enable consumers to take control of their spending, be more responsible, and gain financial freedom. Our vision is to create a digital
ecosystem benefiting all of our stakeholders—including merchants, partners, consumers, employees, communities, and investors—
while continuing to drive ethical and sustainable growth.
We launched Sezzle amid a backdrop during which digital shopping began to claim a larger share of the retail sector and younger
generations (i.e., Gen Z and Millennials) started demonstrating a need for credit. Gen Z and Millennial consumers, who we define
as individuals currently between ages 18–28 and 29–47, respectively, use credit cards less frequently than other generations and,
in many cases, lack access to traditional credit. These same consumers are tech-savvy and gravitate towards modern, streamlined
commerce solutions, whether online or in-person. Our platform addresses the shortcomings in legacy payment offerings consumers
face by providing a flexible, secure, omnichannel alternative with the structural benefit of “creditizing” traditional debit products. The
technology solutions we have designed align with our mission of financially empowering the next generation.
We believe our stakeholder approach gives us a competitive advantage and positions our company for success. Stakeholders want to
be affiliated with a purpose-driven partner and, to that extent, we elected to become a Delaware public benefit corporation in June
2020. Public benefit corporations are for-profit corporations intended to produce a public benefit and operate in a responsible and
sustainable manner. Under Delaware law, public benefit corporations must identify in their certificate of incorporation the public
benefit or benefits they will promote, and their directors have a duty to manage the affairs of the corporation in a manner that balances
the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific
public benefit or public benefits identified in the public benefit corporation’s certificate of incorporation. Being a public benefit
corporation offers advantages, including:
•
public benefit corporation status is a clear differentiator in an increasingly growing, and sometimes crowded, industry;
•
we are more likely to become an employer of choice as the younger workforce increasingly seek employment from
companies which align with their ethical values;
•
further opportunities to conduct business with brands that also care about sustainability;
•
the potential to expand our consumer base due to conscious consumers;
•
added credibility to our mission statement and potential to grow capital through impact investing; and
•
further opportunities for positive public relations and marketing.
Additionally, on March 22, 2021, we became a Certified B Corporation by B Lab, an independent non-profit organization, joining
a movement of innovative, socially-conscious brands. In order to be designated as a Certified B Corporation, we were required
to undertake a comprehensive and objective assessment of our environmental, social, and governance standards for transparency,
accountability and commitment to improved performance. Our actions are part of a movement of innovative brands around the world
intent on advancing environmental, social, and economic causes. To maintain our status as a Certified B Corporation, we must satisfy
re-certification requirements every three years. Our status as a B Corporation aligns with our mission to achieve growth, profitability,
and returns for our investors while continuing to do right by our surrounding communities and our full set of stakeholders.
We operate in the United States and Canada, and are currently winding down and exiting operations in India and certain countries in
Europe.
7
Our Products
Sezzle Platform
The Sezzle Platform offers a payments solution for consumers that instantly extends credit at the point-of-sale, allowing consumers to
purchase and receive the ordered merchandise at the time of sale while paying in installments over time.
The Sezzle Platform can be integrated into merchants’ websites via pre-built widgets for select e-commerce platforms or our direct
Application Programming Interface. Consumers can access the Sezzle Platform through the Sezzle mobile application or Sezzle
online dashboard. We are able to rapidly onboard and integrate merchants through an increasingly automated merchant underwriting
process and, once integrated, consumers can choose the Sezzle Platform as a payment method at the merchant’s point-of-sale. The
Sezzle Platform is presented alongside other payment options on the merchant’s checkout page. Consumers then select Sezzle as their
payment option and, if they are a first-time user, create an account with Sezzle in a quick and streamlined process integrated into the
selected merchant’s checkout. If a particular merchant is not directly integrated with us, consumers are still able to checkout with the
Sezzle Platform using a virtual card if they are subscribed to Sezzle Premium (for select merchants) or Sezzle Anywhere (subject to
certain merchant, product, goods, and service restrictions), or if they elect to use Sezzle On-Demand (as discussed below).
The Sezzle Platform reviews the transaction and consumer profile in real-time and, if approved, quickly confirms the transaction
for both the consumer and the merchant. Once an initial transaction is approved, consumers are granted a spending limit. Our
underwriting platform analyzes above-limit purchase attempts and may provide alternative terms to prevent a consumer from being
denied outright. After a transaction is approved and merchant checkout is completed, the merchant ships the order and receives
payment, just as if the consumer had paid in cash or used a traditional credit or debit card.
In 2024, we launched Payment Streaks, a new feature designed to reward consumers for consistent and timely payments. Our free
Payment Streaks program enables consumers to ascend through loyalty tiers by consistently making on-time payments, with each tier
providing additional benefits to consumers.
In addition, we periodically offer promotions and incentives for consumers to earn Sezzle Spend. Sezzle Spend are credits issued to
consumers and can be applied to future orders made on the Sezzle Platform.
Pay-in-Four
The Sezzle Platform flagship product, “pay-in-four,” allows consumers to pay a fourth of the purchase price up front, and then
another fourth of the purchase price every two weeks thereafter over a total of six weeks. Our “pay-in-four” product is generally
free to consumers who pay on time and use a bank account or non-electronic payment method to make their installment payments,
excluding their first payment, unless they choose to pay for one of our two subscription products or use Sezzle On-Demand (as
discussed below). Consumers receive a notification via email, text message, and the Sezzle mobile application two days prior to the
date the installment payment is automatically debited by the Sezzle Platform from the consumer’s payment method provided under
the consumer’s account. The consumer is able to review and manage their Sezzle account via the Sezzle Platform’s online dashboard
or mobile application. Consumers are also able to reschedule a payment without charge one time, and may subsequently reschedule
a payment up to two additional times for a fee, subject to applicable state laws. Consumers who fail to pay for their purchases on
time (or reschedule their payments as permitted above) may incur a late payment fee, which requires the settlement of an outstanding
balance (including the late payment fee) before they may use our platform again in the future. Additionally, when a payment method
fails consumers may incur a failed payment fee. We typically do not report delinquent consumer Sezzle accounts to any credit bureaus,
unless the consumer has elected to participate in Sezzle Up (as discussed below). Sezzle utilizes third-party collection agencies for
past due balances, which may report such delinquent balances to credit bureaus.
8
Pay-in-Full
We began offering a “pay-in-full” option to consumers in 2022. This option allows consumers to pay for the full value of their
order up-front through the Sezzle Platform without the extension of credit. We believe this provides value for both new and existing
consumers on the Sezzle Platform. This allows new consumers who are denied credit to complete their order through our platform
without the need to re-enter any payment information. For existing consumers with payment information already saved, pay-in-full
allows an express checkout option in instances where the consumer may not want to enter into a new installment plan.
Pay-in-Two and Other Alternative Installment Options
We also began offering a “pay-in-two” option to certain consumers who are not qualified for our “pay-in-four” product in 2023. In
“pay-in-two,” a consumer pays half of the value of their order up-front and the second half in two weeks.
In addition, we may offer customized installment terms that differ from our traditional four payment, six week terms with select
enterprise merchants. An example of these alternative terms is a four payment, three month product. We offer these unique products to
consumers through selected merchants at our discretion in situations where alternative terms would provide additional value to both
the consumer and merchant, while also better aligning with the typical purchase frequency at these select merchants.
Sezzle Virtual Card
The Sezzle Virtual Card, issued by Sutton Bank, Member FDIC, pursuant to a license from Visa U.S.A Inc., allows consumers to use
the Sezzle Platform with merchants in-store and online, including merchants that are not directly-integrated with Sezzle. The Sezzle
Virtual Card bolsters our omnichannel offering and provides a rapid-installation, point-of-sale option for brick-and-mortar retailers
through its compatibility with Apple Pay and Google Pay. With the Sezzle Virtual Card solution, consumers can enjoy in-store
shopping with the convenience of immediately tapping into the Sezzle Platform with the “tap” of their Sezzle Virtual Card at the
point-of-sale.
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Sezzle Premium
In 2022, we launched Sezzle Premium—a paid subscription service that allows our consumers to access large, non-integrated
“premium merchants” for a recurring fee. In addition to being able to use Sezzle online or in-store at these premium merchants,
consumers enrolled in Sezzle Premium also gain access to other benefits, including exclusive deals and discounts, the ability to earn
Sezzle Spend back on purchases, and one additional free reschedule per order.
Sezzle Anywhere
We launched Sezzle Anywhere in 2023—a paid subscription service that allows consumers to use their Sezzle Virtual Card at any
merchant online or in-store, subject to certain merchant, product, goods, and service restrictions, for a recurring fee. Consumers
enrolled in Sezzle Anywhere also gain access to all the benefits of Sezzle Premium, as well as earning cash back in Sezzle Spend on
pay-in-full transactions.
Sezzle On-Demand
In 2024, we launched Sezzle On-Demand, a service that allows consumers who are not subscribed to Sezzle Anywhere to use the
Sezzle Platform at any merchant online or in-store (subject to certain merchant, product, goods, and service restrictions), Consumers
using Sezzle On-Demand pay a finance charge that is added to the consumer’s initial down payment.
Sezzle Up
Sezzle Up is an opt-in feature of the Sezzle Platform. Consumers elect to participate in Sezzle Up, which allows us to report the
consumer’s transactions made on the Sezzle Platform to establish a record of payments. Building a record of timely payments on
financial obligations generally has a positive impact on a consumer’s credit record. As these consumers pay their financial obligations
to us when due, their spending limits on the Sezzle Platform and overall credit score may increase over time.
To qualify for Sezzle Up, consumers must pay off at least one order on time and in full, link a checking account and set it as their
default payment method (consumers’ initial down payments are still completed over a card network), and verify their account with
a social security number for consumers located in the United States. In Canada, a social insurance number or similar identifying
information is used to verify the account.
Long-Term Lending — Access to Third-Party Lenders
Through collaboration with third-party lenders, we enable our consumers at participating merchants access to interest-bearing monthly
fixed-rate installment-loan products for larger-ticket items (up to $15,000), which extend up to 60 months. We earn a fee from our
lending collaborators for marketing and referring the potential consumers to them and processing applications using our proprietary
underwriting analysis; however, we do not make final credit decisions or originate or hold the loans in our portfolio, which limits our
capital needs and credit risk. We believe providing consumers access to long-term borrowing options has the potential to enhance our
relationship with both merchants and consumers, while generating an attractive fee stream with no capital requirements or credit risk
for us and complementing our existing short-term, generally interest-free offering.
Product Innovation
Outside of our existing Sezzle Platform offerings, we continuously strategize on new products and additional features that would
complement our platform and add additional value for our stakeholders. As part of our ongoing initiatives in product innovation, in
September 2024 we partnered with a bank sponsor, enabling us to expand the suite of products we are able to offer our consumers.
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Our Consumers
Sezzle focuses on a young consumer base that is tech-savvy, socially-minded, and expects brands to possess ethical and sustainable
principles. As of December 31, 2024, approximately 78% of our Active Consumers are comprised of members of the Gen Z and
Millennial generations (ages 18-47), which are generally early in their credit journey. For many of these consumers, we believe
Sezzle provides a way to improve financial responsibility and develop a sense of financial empowerment—not only through enhanced
budgeting and payments capabilities, but also through an opportunity to build beneficial credit records with the Sezzle Up feature.
Source: Internal data based on orders placed during 2024 (Gen Z (18-28), Millennials (29-47), Gen X (48-59), Baby Boomers (60-
78), and Silent (79 and greater)).
Gen Z and Millennial consumers use credit cards less frequently relative to other generations and, in many cases, lack access to
traditional credit. As a result, they tend to have fewer viable options for budgeting, achieving financial flexibility, and building credit
history. Consumers in these generations also tend to transact frequently across e-commerce and brick-and-mortar retail, but spend less
on average per transaction than older generations. In doing so, these consumers are increasingly seeking financial products that offer
transparency and affordability. They prefer to avoid loans with hidden terms or payment structures that strain their budgets. Sezzle’s
core product, “pay-in-four,” provides these younger generations, who are newer to credit, with a unique solution to these challenges
before they move up the FICO score spectrum and have more repayment history. In addition, as our platform grows and we establish
more products, features, and ways to pay, our consumers enjoy a wider variety of financial tools and shopping features that provide
viable alternatives to traditional credit cards.
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Our Merchants
We offer a unique and user-friendly platform to our directly-integrated merchants. Our easy integration and seamless onboarding
allows most merchants to go live on our platform within one day of activation to quickly realize the benefits of partnering with Sezzle.
Our merchants benefit from our platform’s network effects through increased access to a deep pool of consumers equipped with our
flexible payment product. Additionally, we believe that merchants benefit from associating with an innovative company that shares
their consumers’ values across environmental, social, and economic causes.
We provide a toolkit to our merchants to help grow their businesses, which we believe is unmatched among digital payments
platforms. All of our merchants are provided complimentary placement in our marketplace presented across both the Sezzle website
and mobile app. Additionally, our merchants are offered paid placements on the Sezzle Platform to assist with user acquisition
efforts. We provide select merchants with incentives to grow their sales and introduce Sezzle into new merchant categories through
initiatives such as Sezzle Spend and co-branded marketing. To eligible merchants, Sezzle also facilitates access to working capital
loans up to $150,000 issued by a third-party lender (“Sezzle Capital”). Loans facilitated by Sezzle through Sezzle Capital are
unsecured and repayments are based on a percentage of daily sales. To be eligible for a Sezzle Capital loan, the third-party lender
requires, at minimum, merchants have at least $1,000 in average monthly sales, have been in business for at least four months, and be
incorporated in a country acceptable to the third-party lender.
The ongoing expansion of our platform should continue to enhance the benefits for our merchants. Our integration into scaled
e-commerce platforms is expected to give more merchants the opportunity to seamlessly offer Sezzle as a payment option at checkout.
Other products on the Sezzle Platform, such as long-term lending and alternative installment options, further enhances our platform’s
value for merchants. This all occurs without any credit risk being transferred to the merchant.
Our directly-integrated merchant segments are small-to-medium–sized businesses (“SMB”) and enterprise merchants, each spanning
numerous verticals.
SMB
SMB, which we define as merchants with total annual gross sales of less than $500 million, have historically comprised the largest
segment of our merchant base. Our fast, easy application process makes onboarding simple, and our user-friendly merchant interface
streamlines the integration process. Through Sezzle, these merchants are able to offer their consumers an optimized, effortless
checkout process that enables them to complete sales. Included in SMB are a diverse, growing array of “direct-to consumer” brands
that are online-first and seek to connect with consumers without the use of secondary retailers, which naturally fits within our core
offering. As we build out a larger consumer base, we believe we also enhance our value proposition to this segment by driving
increased traffic toward brands that may not otherwise gain exposure through traditional retail channels by creating marketing
campaigns designed to increase consumer exposure.
Enterprise Merchants
An ongoing major initiative is greater engagement with enterprise merchants, which we define as merchants with over $500 million
in total annual gross sales. The Sezzle pay-in-four product helps these merchants to facilitate a sale by providing access to credit for
a consumer who has limited-to-no credit history. Without the Sezzle Platform, the consumer without credit history may otherwise not
have completed the purchase, or be rejected after applying for the store’s private label or co-branded credit card. Importantly, we are
not competing with a large retailer’s card offering. Instead, we collaborate with these retailers to drive sales and over time serve as a
lead generator to consumers who are ready to “graduate” to the retailer’s card program.
Merchant and Partner Concentration
For the years ended December 31, 2024 and 2023, no external party amounted to ten percent or more of our total revenue.
The concentration of a significant portion of our business and transaction volume with a limited number of scaled e-commerce
platforms exposes us disproportionately to any of those partners choosing to no longer partner with us or choosing to partner with
a competitor, and to any events, circumstances, or risks affecting such partners. In addition, a material modification in the financial
operations of any significant scaled e-commerce partner could affect the results of our operations, financial condition, and future
prospects.
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Our Employees
Our success to date would not be possible without our dedicated people, who we believe are our greatest asset. Bringing together a
team of highly-skilled engineering, product, marketing and business development professionals is imperative to execute our strategy.
We do this by creating an inclusive, team-centric culture in which doing the right thing is celebrated. As of December 31, 2024, we
had 408 employees (which included 402 full-time employees) working at Sezzle. None of our workers are represented by a labor
union or covered by a collective bargaining agreement. We consider our relations with our employees to be good.
Workplace Culture
We are committed to fostering a diverse work environment of driven employees who believe in our mission of financially empowering
the next generation. A strong workplace culture is paramount to a sustainable and successful company. Our People Operations team
works to create and execute sustainable hiring practices that span a diverse array of recruiting pipelines to find the best people for
Sezzle. For existing employees, or “Sezzlers”, we focus on developing an inclusive and fun culture with many opportunities for career
and personal development to reward and retain our talented people. Our Sezzlers exhibit five key values throughout their work:
•
Exhibit Strong Character: We do what we say we are going to do. We do the right thing. We are good team members. We
are secure enough to praise others.
•
Demonstrate Excellent Communication: We communicate openly and honestly. We maintain accountability. We are open-
minded. We are good listeners.
•
Have Fun: We like working with each other. We have a sense of humor. We keep work issues in perspective.
•
Act Like an Owner: We are stakeholder obsessed. We surface solutions, not just problems. We seek responsibility. We work
hard and smart.
•
Driven to Succeed: We are passionate. We are tenacious. We are competitive.
Remuneration and Benefits
In addition to competitive base pay, we offer a profit-sharing incentive plan to our Sezzlers. We also offer comprehensive benefits,
which includes medical, dental, vision, life insurance, disability insurance, unlimited paid time off, volunteer time off, gym
membership discounts, commuter benefits, charitable donation matching, and company-matching retirement plans. In the United
States and Canada, a majority of our Sezzlers are granted equity awards under our equity incentive plans. We believe that having our
employees own a part of the Company makes everyone more engaged and leads to better overall performance.
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Our Business Model
Revenue
We have built a sustainable, transparent business model to align our success is aligned with the financial success of our merchants and
consumers. The Sezzle Platform is generally free to consumers who pay on time and use a bank account or non-electronic payment
method to make their installment payments, excluding the first payment, unless they choose to pay for one of our two subscription
products, elect to use Sezzle On-Demand, or enter into an interest-bearing loan with our third-party partner. Our primary sources of
revenue are from merchants, partners, and subscription revenue from consumers.
Our primary source of revenue from merchants is from merchant processing fees, which are based on a percentage of GMV plus a
fixed fee per transaction. For our direct integration solution, the purchase price, less merchant processing fees, is paid to merchants
by us in advance of collecting installments payments from the consumer. For our virtual card solution, the full purchase price is
paid to merchants at the time of sale, and we separately collect merchant processing fees due to us from the merchant to the extent
applicable. We assume all costs associated with consumer payment processing and credit risk. We also earn revenue from partners,
including interchange fees through our virtual card solution and third-party promotional incentives with. Merchant and partner income
comprised 37% and 62% of our total revenues for the years ended December 31, 2024 and 2023, respectively.
Another significant portion of our revenue is derived from subscription revenue. We offer our consumers the ability to subscribe to
two paid services: Sezzle Premium and Sezzle Anywhere. Sezzle Premium allows consumers to shop at select large, non-integrated
premium merchants, along with other benefits, for a recurring fee. Sezzle Anywhere allows consumers to use their Sezzle Virtual
Card at any merchant online or in-store, subject to certain merchant, product, goods, and service restrictions, for a recurring fee.
Subscription revenue comprised 30% and 19% of our total revenues for the years ended December 31, 2024 and 2023, respectively.
A smaller portion of our revenue is derived from consumer fees. We do not charge our consumers any interest and do not seek to
profit from our consumers’ errors or financial adversity. Any consumer fees that we earn are either from late payment fees charged
to a consumer for failing to make a principal payment by its due date, failed payment fees charged to a consumer following a failed
principal payment, when a consumer uses a debit or credit card for their installment payments (excluding the first payment), or
when consumers elect to reschedule a payment (all of which are pursuant to state law). Consumers are not allowed to make any new
purchases with us until all past-due principal and fees are paid. Additionally, consumers are able to reschedule a payment without
charge one time, and can subsequently reschedule a payment up to two additional times for a small fee, subject to applicable state
laws. We allow qualifying consumers to have fees waived under our hardship and fee forgiveness program.
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Credit Risk
A critical component of our business model is the ability to effectively manage the repayment risk inherent in allowing consumers to
pay over time, as we absorb the costs of all core product credit losses from our consumers. Credit losses are a significant component
of our operating expenses, and excessive exposure to consumer repayment failure will adversely impact our results of operations. To
that end, a team of Sezzle engineers and risk specialists oversee our proprietary systems, identify transactions with an elevated risk of
fraud, assess the credit risk of the consumer, assign spending limits, and manage the ultimate lending and receipt of funds. Because
consumers primarily settle 25% of the purchase value upfront at the point of sale, we believe repayment risk is more limited relative to
other traditional forms of unsecured consumer credit.
We believe our systems and processes are highly effective and allow for predominantly accurate, real-time decisions in connection
with the consumer transaction approval process. As our consumer base grows, the availability of data on consumer repayment
behavior will also better optimize our systems and ability to make real-time consumer repayment capability decisions over time.
Funding
We have designed a funding strategy that we believe allows us to scale our business and drive rapid growth. Our products are funded
through our $150 million revolving credit facility and merchant account payables. Merchants have the ability to enroll, subject to our
approval, into the Delayed Settlement Incentive Program, which allows merchants to delay payment from us in exchange for daily
incentive payments. Due to the short-term nature of our products, we are able to recycle capital quickly and create a multiplier effect
on our committed capital. We primarily rely on revolving credit facilities to fund our receivables over time, and do not currently
require additional equity contributions to directly fund product growth.
Seasonality
We experience seasonality as a result of the spending patterns of our consumers. Total revenue and GMV in the fourth quarter have
historically been strongest for us, in line with consumer spending habits during the holiday shopping season. These higher volumes
have typically been accompanied by increased charge-offs when compared to the prior three quarters.
Our Competition
We operate in a highly competitive and dynamic industry. Our product offerings face competition from a variety of players, including
those who enable transactions and commerce via digital payments, traditional credit cards that have revolving balances, contactless
virtual cards, digital wallets, and other BNPL products.
We consider our main competitors to be other BNPL service providers. In the U.S. market, this includes Affirm, Afterpay (a subsidiary
of Block, Inc.), Klarna, PayPal’s “Pay Later,” and Zip (formerly QuadPay). In the Canadian market, this includes Klarna, Affirm, and
Afterpay. We aim to differentiate our business to consumers by providing a product that is more simple, accessible, and consumer-
friendly than our competitors. This includes offering our product to consumers with little-to-no credit history, allowing consumers to
shift their repayment schedule once per order for free, and waiving late payment and failed payment fees when the consumer qualifies
for our hardship program.
We face intense competitive pressure on the fees we charge our merchants, particularly our enterprise merchants. To stay competitive,
we may need to adjust our pricing, offer incentives, enter new market segments, adapt to regulatory changes, or expand the use and
functionality of our platform—all of which impact our growth and profitability. We may enter into merchant agreements that require
us to make marketing, incentive or other payments to the merchant over the term of the agreement. If we are unable to fulfill our
obligations under these merchant agreements, including any payments we have agreed to make with merchants, the merchant may
terminate or not renew such agreement.
See “Risks Related to Our Industry - 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” for further discussion of
competition risks.
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Our Intellectual Property
Our business depends on our technology and intellectual property rights, including our technological systems and data processing
algorithms. We rely on laws in the United States and Canada relating to trade secrets, copyrights, and trademarks to assist in protecting
our proprietary rights. Our capacity to leverage our in-house technological systems, data infrastructure, and statistical models is
essential for the commercial viability of our enterprise. These critical assets, including our underwriting platform and the data amassed
from consumer transactions, underpin our operations.
The development of our proprietary credit risk and fraud detection models represents our commitment to innovation. Led by our data
sciences team, these models harness multiple data points to determine the probability of our consumers’ ability to repay us or if a
consumer is engaging in fraudulent activities. Through detailed analysis of consumer interactions and transactional data, our models
provide valuable insights. Subsequently, our underwriting platform tailors the amount of appropriate lending for each individual
consumer, informed by the aforementioned models and a comprehensive evaluation of internal and external data sources.
Once a consumer places an order with us, we closely monitor the credit quality of their order, and our portfolio in general, to manage
and evaluate our related exposure to credit risk. When assessing the credit quality and risk of our portfolio, we monitor a variety of
internal risk indicators and consumer attributes that are shown to be predictive of ability and willingness to repay, and combine these
factors to establish an internal, proprietary score as a credit quality indicator, which we call the “Prophet Score.”
We do not currently have any issued patents but continue to consider the most effective methods of protecting our intellectual property.
We currently hold trademarks in the United States, the United Kingdom, the European Union, Brazil, and India and we have pending
trademark applications in Canada. However, continued operations within our existing markets and expansion into new markets could
risk conflicts with unrelated companies who may own registered trademarks for and/or otherwise use a similar name. See “Other Risks
Related to Our Business – Our efforts to protect our intellectual property rights may not be sufficient.”
Our Regulatory Environment
Overview
Various aspects of our business and services are subject to U.S. federal, state, and local regulation, as well as regulation outside the
United States including Canada. Certain of our services also are subject to rules promulgated by various card networks and other
authorities, as more fully described below. These descriptions are not exhaustive, and these laws, regulations and rules frequently
change and are increasing in number and scope. Failure to comply with these laws, regulations and rules may result in, among
other things, revocation of required licenses or registrations, voiding or rescission of lending agreements, class action lawsuits,
administrative enforcement actions and civil and/or criminal liability.
BNPL and Consumer Protection Regulation
The BNPL segment of the point-of-sale financing market in which we operate is a developing field. There has recently been an
increased focus and scrutiny by regulators in various jurisdictions, including the United States and Canada, with respect to BNPL
arrangements. We may become subject to additional legal or regulatory requirements if laws, regulations, or industry standards, or the
interpretation of such laws, regulations, or industry standards, change in the future.
United States
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) established the Consumer Financial
Protection Bureau (“CFPB”) in July 2010. The CFPB has significant authority to regulate consumer financial products and services
provided by bank and non-bank entities as well as their respective third-party providers. As a result, we are directly subject regulatory,
supervisory and enforcement authority of the CFPB. The CFPB has imposed, and may continue to impose, certain requirements and
restrictions on lending practices, including collection practices, which may have a detrimental impact on our business. Under the
Dodd-Frank Act, the CFPB has (i) the supervisory authority to conduct on-site examinations of our and our originating bank partner’s
businesses on a periodic basis and/or subject us or our originating bank partner to a formal or informal inquiry or investigation and
(ii) the enforcement authority to pursue administrative proceedings or litigation for violations of federal consumer laws. See “Risks
Related to Our Industry” and Risks Related to Our Regulatory Environment” for more information.
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In the United States, the Truth-in-Lending Act ("TILA") and Regulation Z thereunder, administered by the CFPB, require us to
provide relevant and informative disclosure of the terms and conditions of our products to all consumers with whom we conduct
business and to comply with certain lending practice requirements and restrictions. We are required to comply with Section 5 of
the Federal Trade Commission Act (“FTC Act”), which prohibits unfair and deceptive acts or practices (“UDAP”) in or affecting
commerce, and analogous provisions in each state; the Consumer Financial Protections Act, which prohibits unfair, deceptive or
abusive acts or practices (“UDAAP”) in connection with consumer financial products and services; the Equal Credit Opportunity
Act (“ECOA”) and Regulation B promulgated thereunder, which prohibit creditors from discriminating against credit applicants on
the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives
from any public assistance program, or the fact that the applicant has in good faith exercised any right under the Federal Consumer
Credit Protection Act or applicable state law; the Fair Credit Reporting Act (“FCRA”), which promotes the accuracy, fairness, and
privacy of information in the files of consumer reporting agencies; the Fair Debt Collection Practices Act (the “FDCPA”), which
provides guidelines and limitations concerning the conduct of third-party debt collectors in connection with the collection of consumer
debts; the Telephone Consumer Protection Act (the “TCPA”), which regulates the use of telephone and texting technology to contact
customers; and the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”); which protects
consumers from misleading or unwanted email messages.
We are subject to the Electronic Fund Transfer Act and Regulation E thereunder, which provides disclosure requirements, guidelines,
and restrictions on the electronic transfer of funds from consumers’ bank accounts, and the detailed timing, notification rules and
guidelines administered by the National Automated Clearing House Association (“NACHA”). Transfers of funds for the repayment
of loans offered by us or our originating bank partner may be performed by electronic fund transfers, such as ACH transfers. EFTA
requires us to make available loan payment methods other than automatic preauthorized electronic fund transfers and prohibits us
or our originating bank partner from conditioning the approval of a loan transaction on the consumer’s agreement to repay the loan
through ACH transfers.
We are also subject to the Holder in Due Course Rule of the Federal Trade Commission (“FTC”), and equivalent state laws, which
requires any holder of a consumer credit contract to include a required notice and become subject to all claims and defenses that
a borrower could assert against the seller of goods or services; the Electronic Signatures in Global and National Commerce Act
and similar state laws, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and
signatures; the Military Lending Act and similar state laws, which provide obligations and prohibitions relating to loans made to
servicemembers and their dependents; and the Servicemembers Civil Relief Act, which allows active duty military members to
suspend or postpone certain civil obligations.
U.S. State Laws and Regulations
We are subject to state licensing and other requirements in each individual U.S. state in which we operate. We possess certain state
licenses, registrations and similar filings for lending, brokering, servicing and/or collections to conduct our business and we continuously
evaluate whether others are required. The licensing statutes and regulations vary from state to state and have different (i) rules on
the type, amount, and manner in which we impose fees, (ii) interest rate limits, (iii) disclosure requirements, (iv) loan term length
restrictions, (v) consumer protections, and (vi) prohibitions on other activities. We are subject to supervisory oversight from these state
license authorities and periodic examinations.
A substantial majority of the loans facilitated through the Sezzle Platform within the United States are originated by our originating
bank partner, WebBank, a Federal Deposit Insurance Company (“FDIC”)-insured Utah state-charted industrial bank (“WebBank”).
WebBank originates loans through the Sezzle Platform based on federal law pursuant to Section 27 of the Federal Deposit Insurance
Act (“Section 27”). Section 27 allows an FDIC-insured bank such as our originating bank partner to charge interest to consumers
on a nationwide basis based on the rate allowed by the state where the bank is located. We rely on our originating banking partner’s
authority under federal law to establish interest rates and charge interest on the loans our originating bank partner originates through
the Sezzle Platform. The interest rates that are charged to consumers and that form the basis of payments on the loans facilitated
through the Sezzle Platform are based upon legal principles detailed in the FDIC’s final rule relating to Federal Interest Rate Authority,
published in the Federal Register on July 22, 2020 (the “Valid-When-Made Rule”). See “Risks Related to Our Regulatory Environment
– 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 limits,
lending, or brokering laws and face penalties, fines, litigation, or regulatory enforcement” for more information.
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Our business may become subject to licensing requirements in states in which we currently do not hold licenses. States may also
impose a statutory interest rate on personal consumer loans or impose fee restrictions applicable to the loans originated or serviced
through the Sezzle Platform. We continue to monitor how state licensing regulations may apply to our business, and may be required
to apply for additional state licenses or modify the terms of loans offered and/or serviced in such states in the future.
Recent Regulatory Developments from the Presidential Transition
Since the new presidential administration took office in January 2025, the new administration has rescinded various executive
orders issued by prior administrations and has issued new executive orders and taken other related executive actions, which may
impact the regulatory regime in which we operate. In addition, the new administration has taken actions to reduce the number
of federal employees and to eliminate certain federal agencies or reduce their authority. For example, in February 2025, the new
administration directed the CFPB to, among other things, suspend rule implementations and cease supervision activities. Many of the
new administration’s policy objectives will require further rule-making actions or other formal steps before they would become law.
As a result, there is significant uncertainty regarding whether or how regulations and the agencies that administer and enforce these
regulations may change as a result of the actions taken to date and possible future actions by the new administration. Additionally,
there may be litigation over such regulatory changes, and if public enforcement decreases as a result of such changes, private litigation
over consumer financial products matters may increase.
Canada
In Canada, we are required to comply with the Canada Anti-Spam Law, which regulates the transmittal of commercial email messages,
the Canadian Personal Information Protection and Electronic Documents Act and equivalent provincial privacy laws in the provinces
of Alberta, British Columbia and Quebec, each of which includes requirements surrounding the use, disclosure, and other processing
of certain personal information about Canadian residents. In addition, we are required to comply with the Canadian federal and
provincial human rights legislation which prohibits discriminatory practices to deny, deny access to, or to differentiate adversely in
relation to any individual in respect of the provision of services customarily available to the general public on the basis of a certain
prohibited grounds of discrimination. The Canadian provincial consumer protection and cost of credit disclosure laws prohibit
late fees, impose limits on default charges, prohibit unfair practices, and include consumer contract disclosure and related process
requirements, among other compliance requirements. We are also subject to Canadian provincial and territorial e-commerce laws.
We believe that we are appropriately licensed as a lender and/or have designed our business activities to avoid a licensing requirement
in each of the Canadian provinces that require such licenses. We are also generally subject to consumer protection legislation and
other laws and our business is also generally subject to regulatory oversight and supervision from federal and/or provincial regulators
in respect of those activities, regardless of whether we have a license. These regulators and enforcement agencies generally act on
a complaints-basis and may receive consumer complaints about us. Investigations or enforcement actions may be costly and time
consuming. Enforcement actions by such regulators and enforcement agencies could lead to fines, penalties, consumer restitution, the
cessation of our business activities in whole or in part, or the assertion of private claims and lawsuits against us.
Payment and Card Network Rules and Regulations
We are subject to the rules, codes of conduct and standards of Visa, Mastercard and other payment networks and their participants.
In order to provide our payment processing services, we must be registered either indirectly or directly as service providers with
the payment networks that we use. As such, we are subject to applicable card association and payment network rules, standards and
regulations, which impose various requirements and could subject us to a variety of fines or penalties that may be levied by such
associations or networks for certain acts or omissions. Card associations and payment networks and their member financial institutions
regularly update and generally expand expectations and requirements related to the security of consumer data and environments.
Failure to comply with the networks’ requirements, or to pay the fees or fines they may impose, could result in the suspension or
termination of our registration with the relevant payment networks and therefore require us to limit, suspend or cease providing the
relevant payment processing services. We are also subject to the Payment Card Industry Data Security Standard (“PCI DSS”) with
respect to the acceptance of payment cards, which provides for security standards relating to the processing of cardholder data and the
systems that process such data. The failure of our products to comply with PCI DSS requirements may result in the loss of our status
as a PCI DSS certified Service Provider and adversely impact our relationship with our merchant partners and their ability to comply
with PCI DSS.
In Canada, we are required to comply with the Payments Canada Rule H1- Pre-Authorized Debit Rules in respect of the acceptance
of payments from Canadian bank accounts and the Quebec Charter of French Language laws which regulates the language of
communication in commerce and business and applies to entities carrying on business in Quebec.
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Data Privacy and Data Security Laws
We are subject to a number of laws, rules, directives, and regulations relating to the collection, use, retention, security, processing,
and transfer of personally identifiable information about our customers, our merchants, and employees in the geographies where we
operate. Our business relies on the processing of personal data in several jurisdictions and, in some cases, the movement of data across
national borders. As a result, much of the personal data that we process, which may include certain financial information associated
with individuals, is subject to one or more privacy and data protection laws in one or more jurisdictions. In many cases, these laws
apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties
with which we have commercial relationships.
Regulatory scrutiny of privacy, data protection, cybersecurity practices, and the processing of personal data is increasing around the
world. Regulatory authorities are continuously considering numerous legislative and regulatory proposals and interpretive guidelines
that may contain additional privacy and data protection obligations. Many jurisdictions in which we operate have adopted, or are in the
process of adopting, or amending data privacy legislation or regulation aimed at creating and enhancing individual privacy rights. In
addition, the interpretation and application of these privacy and data protection laws in the U.S., Canada, and elsewhere are subject to
change and may subject us to increased regulatory scrutiny and business costs.
In the United States, we are subject to the Gramm-Leach-Bliley Act (the “GLBA”) and implementing regulations and guidance
thereunder, in addition to applicable privacy and data protection laws in the other jurisdictions in which we carry on business activities
or process personal information. Among other requirements, the GLBA imposes certain limitations on the ability to share consumers’
nonpublic personal information with nonaffiliated third parties and requires certain disclosures to consumers about information
collection, sharing, and security practices and their right to “opt out” of the institution’s disclosure of their nonpublic personal
information to nonaffiliated third parties. Privacy requirements, including notice and opt out requirements, under the GLBA and the
FCRA are enforced by the FTC and by the CFPB through UDAAP claims, and are a standard component of CFPB examinations. State
entities also may initiate actions for alleged violations of privacy or security compliance under state UDAAP claims, financial privacy,
security and other laws. Regulators and enforcement agencies may receive consumer complaints about us. In the United States, these
regulators and agencies include the Financial Crimes Enforcement Network (“FinCEN”), which could subject us to burdensome rules
and regulations that could increase costs and use of our resources in order to satisfy our compliance obligations.
An increasing number of states have in place data security laws requiring companies to maintain certain safeguards with respect to
the processing of personal information. For example, the California Consumer Privacy Act (“CCPA”), as amended by the California
Privacy Rights Act (“CPRA”) effective January 1, 2023, expanded a consumer’s right with respect to certain sensitive personal
information. The CCPA also provides civil penalties for violations, as well as a private right of action for certain data breaches that
result in the loss of personal information. All states require, in varying degrees, companies to notify individuals or government
regulators in the event of a data breach impacting such information. We continue to monitor state data privacy legislation and
how they may apply to our business. In addition, in Canada, we are subject to the Personal Information Protection and Electronic
Documents Act (“PIPEDA”), which governs how companies may collect, use, and disclose personal information of consumers, and
other privacy or data security laws of Canada’s provinces with respect to our operations in Canada. PIPEDA is overseen by the Office
of the Privacy of Commissioner of Canada. See “Risk Related to Our Regulatory Environment - Stringent and changing 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” for more information.
Other Applicable Regulations
We are subject to regulations relating to our corporate conduct and the conduct of our business, including securities laws, trade
regulations, anti-money laundering (“AML”) laws, Know-Your-Customer (“KYC”) laws as well as anti-corruption legislation. The
United States and certain foreign jurisdictions have taken aggressive stances with respect to such matters and have implemented
new initiatives and reforms. AML laws and related KYC requirements generally require certain companies to conduct necessary due
diligence to prevent and protect against money laundering. AML enforcement activity could result in criminal and civil proceedings
brought against companies and individuals, which could have a material adverse effect on our business.
We are required to comply with the U.S. Foreign Corrupt Practices Act, the Foreign Public Officials Act (Canada), and similar
anti-bribery laws in other jurisdictions, which prohibit companies and their intermediaries from making improper payments for the
purpose of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity
with more frequent and aggressive investigations and enforcement proceedings by both the Department of Justice and the SEC,
increased enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings brought against companies and
individuals.
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We are also subject to certain economic and trade sanctions programs including Canadian sanctions laws and the sanctions programs
administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict
transactions or dealings with specified countries, individuals, and entities.
Our Sustainability
At our core, we are a stakeholder-centric company. Incorporated as a public benefit corporation under Delaware law and certified as
a B Corporation by B Lab, we take pride in our environmental, social, and governance (“ESG”) strategies and strive to achieve our
mission to financially empower the next generation. To assess and prioritize which ESG topics are most important to our business and
stakeholders, we perform materiality assessments, which have included stakeholder surveys, peer benchmarking, and regulatory risk
analyses. Our materiality assessments apply a double materiality methodology, which considers the impact of certain topics on both
our business and our stakeholders. The results of these assessments can help us focus our time and effort on ESG topics that have the
biggest impacts, risks, and opportunities. To support our assessments, we reference third-party sustainability standards in determining
our overall approach to sustainability, including the IFRS’ Sustainability Accounting Standards Board (SASB) standards, the United
Nations’ Sustainable Development Goals, and B Lab’s Impact Assessment framework.
B Corporation Update
Upon our initial B Corporation certification in 2021, we had a score of 80.7. We are currently undergoing the recertification process.
We anticipate concluding the recertification process in 2025 and retaining our B Corporation certification.
Available Information
Our website address is www.sezzle.com. Information found on, or accessible through, our website is not a part of, and is not
incorporated into, this Form 10-K. Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are available, free of charge, on our website as soon as reasonably practicable after we file
such material electronically with, or furnish it to, the Securities and Exchange Commission (the “SEC”). The SEC also maintains a
website that contains our SEC filings. The address of the site is www.sec.gov.
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ITEM 1A. RISK FACTORS
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.
Regulators in various jurisdictions in which we operate are showing increasing attention and scrutiny of BNPL arrangements. We may
become subject to additional legal or regulatory requirements if laws, regulations, or industry standards, or their interpretations and/
or enforcement thereof, change in the future. This risk may relate to regulatory requirements concerning the lending and financing
industry generally, BNPL arrangements, consumer protection or consumer finance matters, state lending licensing or other state
licensing or registration requirements, data security and privacy, or similar limitations on the conduct of our business. There is a risk
that additional or changed legal, regulatory and industry compliance standards may impose significant additional compliance costs,
restrict our ability to expand in accordance with our current strategy, restrict some or all of our current business activities in certain
jurisdictions, or even make it economically unfeasible for us to continue to operate our business as contemplated or at all. This would
likely have a material adverse effect on our business, on our results of operations and financial condition, including by preventing our
business from reaching sufficient scale.
We cannot currently assess the likelihood of any future unfavorable legislation or regulations being proposed or enacted that could affect
our products and services in the various jurisdictions in which we operate. In January 2025, control of the executive branch of the U.S.
government changed as well as some changes in the legislative branch, which may have a significant impact on existing and contemplated
financial services laws. Additionally, executive orders and other executive actions, including the new administration’s direction that the
CFPB suspend rule-making implementations and cease supervisory activities, have been issued with direct and indirect impacts on
financial services regulation. U.S. state regulators also have broad discretionary power and may impose new licensing requirements,
interpret or enforce existing regulatory requirements in different ways or issue new administrative rules that could adversely impact
our business or require us to terminate or modify our operations in a particular state. We closely monitor proposed legislation in the
jurisdictions we offer products and services. For more information, see “Risks Related to Our Regulatory Environment.”
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.
We operate in a highly competitive and dynamic industry with a low barrier to entry, which makes increased competition more
likely. Our technology platform faces competition from a variety of existing businesses and new market entrants of consumer credit,
including, but not limited to banks, non-bank lenders, retail-based lenders, other financial technology lending platforms, competitors
with BNPL products and those who enable transactions and commerce via digital payments, such as mobile wallets, and legacy
payment methods, such as debit and credit cards.
Despite any competitive advantage we may have, there is always a risk of new entrants in the market, which may disrupt our business
and decrease our market share. We expect competition to intensify in the future, both as emerging technologies continue to enter the
marketplace and as large financial institutions increasingly seek to innovate their offered services. In addition, deregulation of our
industry, including as a result of policies adopted by the new administration, may encourage additional market entrants. Technological
advances and the continued growth of e-commerce activities have increased consumers’ accessibility to products and services and
led to the expansion of competition in digital payment options such as pay-over-time solutions. We face competition in areas such
as: flexibility on payment options; duration, simplicity, and transparency of payment terms; reliability and speed in processing
applications; underwriting effectiveness; compliance and security; promotional offerings; fees; approval rates; ease-of-use; marketing
expertise; service levels; products and services; technological capabilities and integration; customer service; brand and reputation;
and consumer and merchant satisfaction. In addition, it may be become more difficult to distinguish our platform, and products and
services, from those of our competitors.
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Some of our competitors are substantially larger than we are, which gives those competitors advantages we do not have, such as a
more diversified product, a broader consumer and merchant base, the ability to reach more consumers, the ability to cross-sell their
products, operational efficiencies, the ability to cross-subsidize their offerings through their other business lines, more versatile
technology platforms, the ability to acquire competitors, broad-based local distribution capabilities, and lower-cost funding. Our
competitors may also have longer operating histories, more extensive and broader consumer and merchant relationships, and greater
brand recognition and brand loyalty. For example, more established companies that possess large, existing consumer and merchant
bases, substantial financial resources, and established distribution channels could enter the market. Further, consumers’ increased
usage of BNPL platforms in recent years may encourage more of such competitors that may be in a better position, due to financial
and other resources, to attract merchants and customers to their platforms.
Increased competition, particularly for large, well-known merchants, has in the past resulted and will result in the need for us to alter
the pricing we offer to merchants. If we are unable to successfully compete, the demand for our platform and products could stagnate
or substantially decline, and we could fail to retain or grow the number of consumers or merchants using our platform. This would
likely reduce the attractiveness of our platform to other consumers and merchants, and 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.
Our business depends primarily on individual consumers transacting with our merchants through our Sezzle Platform, and the ability
of those individual consumers to fully repay to us the resulting loans. These events can be affected by changes in general economic
and political conditions, particularly for those macroeconomic conditions that affect consumer spending and consumer credit. For
example, consumer spending and consumer credit are affected by economic conditions such as unemployment, consumer confidence,
actual or anticipated economic recessions, consumer debt, inflation and deflation, currency exchange rates, tariffs and international
trade regulations, taxation, fuel and energy prices and interest rates, downturns or extended periods of uncertainty or volatility, all
of which may influence consumer spending and the availability of consumer credit. In weaker economic environments, consumers
may have less disposable income to spend and so may be less likely to purchase merchandise by utilizing our services. Alternatively,
consumers may purchase merchandise but become unable or unwilling to repay loans, which would result in an increase of loans that
will not be paid on time or at all. As a result, our earnings and cash flows could suffer.
Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, prospects
and share price.
Negative publicity about us or our industry could adversely affect our reputation and the confidence in, and the use of, our platform.
Negative publicity may include the transparency, fairness, user experience, quality, and reliability of our platform or point-of-sale
lending platforms in general, the effectiveness of our risk model, the setting and charging of merchant and consumer fees, our ability
to effectively manage and resolve complaints, our privacy and security practices, litigation, regulatory activity, misconduct by our
employees, funding sources, originating bank partner, service providers, or others in our industry, the experience of consumers and
investors with our Sezzle Platform or services or point-of-sale lending platforms in general, or use of loan proceeds by consumers that
have obtained loans facilitated through our platform or other point-of-sale lending platforms for illegal purposes, even if inaccurate.
Any such reputational harm could further affect the behavior of consumers, including their willingness to obtain loans facilitated
through our platform or to make payments on their loans.
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Risks Related to Our Strategy and Growth
We have a limited operating history and, until recently, a history of operating losses, and we may not achieve or be able to maintain
profitability in the future.
We have a limited operating history. Since launching the Sezzle Platform in August 2017, our activities have principally involved
raising money to develop our software, products and services (including the Sezzle Platform), as well as adding merchants to the
Sezzle Platform and expanding our service offerings to an increasing base of consumers. Similar to many early stage companies,
we have accumulated substantial net losses until 2023 when we achieved profitability for the first time. Our operating expenses may
increase in the foreseeable future as we seek to continue to grow our business, attract new consumers, merchants, funding sources,
and additional originating bank partners, and further enhance and develop our products and platform. As we expand our offerings to
additional markets, our offerings in these markets may be less profitable than the markets in which we currently operate. These efforts
may prove more expensive than we currently anticipate, and we may not succeed in increasing total revenue sufficiently to offset these
higher expenses. We may not be able to maintain profitability on a quarterly or annual basis, and could incur additional losses in the
future.
If we fail to maintain our relationships with existing merchant partners, or if we do not attract a diverse mix of merchant partners
to our platform, then our business, results of operations, financial condition, and prospects likely would be materially and
adversely affected.
We generate total revenue when consumers pay with Sezzle at checkout in e-commerce transactions with our merchants. If we are not
able to continue to retain and grow our merchant network, our base of consumers or Gross Merchandise Volume (“GMV”), we will
not be able to sustain our business. Our continued success is dependent on our ability to expand our merchant base and to grow our
merchants’ revenue or GMV on our platform. We derive a portion of our total revenue from merchant processing fees earned from our
merchant partners, which is generally charged as a percentage of the transaction volume on our platform. If we are not able to continue
to retain and grow our consumer base, we will not be able to increase transaction volumes.
Our ability to retain and grow our consumer relationships depends on the willingness of consumers to use our platform and products.
The attractiveness of our platform to consumers depends upon, among other things, the number and variety of merchants and the mix
of product features available through our platform, our brand and reputation, consumer experience and satisfaction, consumer trust
and perception of our solutions, technological innovation, and the type and quality of services and products offered by us and by our
competitors.
We will not be able to continue to attract new consumers or grow our business unless we are able to attract additional merchants
and to expand revenue and GMV from existing merchants. The attractiveness of our platform to merchants depends upon,
among other things: the size of our consumer base; our brand and reputation; the amount of merchant fees that we charge; the
promotional marketing incentives we may offer; our ability to sustain our value proposition to merchants for consumer acquisition
by demonstrating higher conversion at checkout and increased average order value (“AOV”); the attractiveness to merchants of our
technology and data-driven platform; services and products offered by competitors; our availability and prominence as a payment
method on e-commerce platforms; and our ability to perform under our merchant agreements.
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 believe that growth of our business depends, in part, on our ability to continue to cost-effectively grow our GMV by retaining
our existing merchants and attracting new merchants. In particular, our partnerships with larger merchants and merchants with a high
degree of brand recognition are a key component of our strategy to provide a wide and attractive selection for consumers. If we fail to
retain our existing merchants, especially our most popular and larger merchants, or acquire new enterprise merchants, the value of our
platform would be negatively impacted.
We face intense competitive pressure on the fees we charge our merchants, particularly our larger merchants. In order to stay
competitive, we may need to adjust our pricing or offer incentives to our merchants to increase payments volume, enter new market
segments, adapt to regulatory changes, and expand their use and acceptance of the Sezzle Platform. These incentives include up-front
cash payments, fee discounts, rebates, credits, performance-based incentives, marketing, and other support payments that impact our
revenues and profitability. Market pressures on pricing, incentives, fee discounts, and rebates could impair our operations or growth.
We may continue to incur substantial expenses to acquire additional merchants, particularly larger merchants that we believe will
make our platform more attractive to consumers. These merchant partnership cost structures may not be cost-effective for us and
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we cannot assure you that the revenue we generate from the merchants we acquire will ultimately exceed the cost of adding them
to our platform. We have entered into merchant agreements that require us to make marketing, incentive or other payments to these
merchant over the terms of the agreement, which are typically one to three years. Certain agreements also contain provisions that may
require payments by us and are contingent on us and/or the merchant meeting specified criteria, such as achieving volume targets and
implementation benchmarks. If we are not able to implement cost savings and productivity initiatives in other areas of our business or
increase our volumes in other ways to offset or absorb the financial impact of these incentives, fee discounts, and rebates, our business
will be adversely impacted.
In addition, if we are unable to fulfill our obligations under these merchant agreements, including any payments owed to merchants,
the merchant may terminate such agreement or determine not to renew and remain on our platform, which could have a negative
impact on our business, results of operations and financial condition.
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.
We believe that growth of our business is dependent, in part, on our ability to generate repeat use and increased transaction volume
from existing consumers and to attract new consumers to the Sezzle Platform. We generate transaction income from consumer
fees that are related to processing orders and payments, including Sezzle On-Demand. We also generate subscription revenue
when consumers enroll in our optional, paid subscriptions. The attractiveness of the Sezzle Platform as a payment method and our
subscription products, depends upon, among other things: ease of use and functionality of the Sezzle Platform, the features and
amenities offered through the subscription product, consumer experience and satisfaction, our brand and reputation, and consumer
trust.
The process of developing new services or enhancing our existing products and services to compete with technological advances
and new digital payment options to retain existing consumers or attract new consumers is complex, costly and uncertain. Difficulties
or failures in the development, production, testing and marketing of new products or services may cause consumers to shift away to
competitors or other payment options. The acquisition of new consumers is costly and high turnover in our consumer base could result
in higher than anticipated overhead costs. All of the foregoing could adversely affect our business, financial condition and our results
of operations.
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.
Although we have historically experienced periods of strong growth in revenue, total income, GMV, employee numbers and
consumers, there can be no assurances that such growth will continue at our current rate or at all. Many factors may contribute to a
decline in our total revenue growth rate, including increased competition, slowing demand for our products from existing and new
consumers, changes in transaction volumes and mix (particularly with our significant merchant partners), lower sales by our merchants
(particularly those with whom we have significant relationships), general economic conditions, a failure by us to continue capitalizing
on growth opportunities, changes in the regulatory environment and the maturation of our business, among others. You should not rely
on our total revenue or key operating metrics for any prior quarterly or annual period as an indication of our future performance. If our
total revenue growth rate declines, our results of operations and financial condition could be materially and adversely affected.
In addition, a continuation of this growth in the future could place additional pressures on current management, as well as
corporate, operational and finance resources within our business, and on the infrastructure supporting the Sezzle Platform. Failure to
appropriately manage growth could result in failure to retain and attract consumers and merchants, which could adversely affect our
operating results and financial condition.
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.
We believe that developing, protecting, and maintaining awareness of our brand in a cost-effective manner is critical to attracting
new and retaining existing merchants and consumers to our platform. As competition intensifies, we believe that positive consumer
recognition is an important factor in our financial performance. We cannot guarantee that our brand development strategies will
accelerate the recognition of our brand or increase total revenue. Successful promotion of our brand will depend largely on the
effectiveness of our marketing efforts and incentives and the experience of merchants and consumers with the Sezzle Platform. Our
brand promotion activities may not result in increased total revenue and, even if they do, any increases may not offset the expenses
incurred in such promotional activities. Additionally, the successful protection and maintenance of our brand will depend on our ability
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to obtain, maintain, protect, and enforce trademark and other intellectual property protection for our brand. If we fail to successfully
promote, protect, and maintain our brand or if we incur substantial expenses in an unsuccessful attempt to promote, protect, and
maintain our brand, we may lose our existing merchants and consumers to our competitors or be unable to attract new merchants
and consumers. Any such loss of existing merchants or consumers, or inability to attract new merchants or consumers, would have a
material adverse effect on our business and results of operations.
The use of social media by us and our consumers accelerates and amplifies our reputational risks in ways we may not be able to
directly control or effectively manage, including by giving users the ability to more effectively organize collective actions such as
boycotts, coordinated complaint campaigns and other brand-damaging behaviors. Any failure to respond quickly and effectively
to negative or potentially damaging social media content (especially if it goes “viral”), regardless of the content’s accuracy, could
damage our reputation, which in turn could harm our business, prospects, financial condition and results of operations and, in some
cases, lead to litigation. The harm may be immediate without affording us an opportunity for redress or correction.
Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about
our business, exposure of personally identifiable information, out-of-date information, fraud, hoaxes, or malicious dissemination of
false information and negative comments relating to actions taken (or not taken) with respect to social, environmental and community
outreach issues and initiatives.
Further, laws and regulations, including associated enforcement priorities, rapidly evolve to govern social media platforms and other
internet-based communications. Any failure by us or third parties acting at our direction to abide by applicable laws and regulations in
the use of social media or internet-based communications could adversely impact our reputation or financial performance or subject us
to fines or other penalties.
Moreover, because our brand is directly associated with the brands of so many other companies by virtue of our business model and
the integration of our platform with those of our partner merchants, there is a risk that we could be adversely affected by negative
publicity that our partner merchants experience which is beyond our control. The negative publicity could involve any manner of
conduct and relate to any number of subjects, and even the mere perception of our involvement could dilute or tarnish or otherwise
adversely affect our reputation, and could contribute to diminished financial performance.
We may require additional capital, and the terms of such capital may not be available on terms satisfactory to us, or at all.
Our business model involves paying merchants for goods upon a consumer’s purchase (less merchant processing fees) before we
have received the full payment of the goods from a consumer utilizing the Sezzle Platform. As a result, we require significant cash
to support the provision of installments plans to consumers and working capital. Historically, we have relied upon the availability
of credit from our lenders to support our business model as we have experienced growth, and believe that we will have a continuing
need to do so for the foreseeable future. Our current lending facility matures on April 19, 2027. There can be no assurance that
such financing will be extended on favorable terms or at all, or will be sufficient to finance our future capital needs. In addition, on
November 13, 2024, we filed a shelf registration on Form S-3 (Registration No. 333-283206), which, subject to applicable SEC rules,
can be utilized to issue equity or debt securities.
If we require additional capital to grow our business, we may rely on a combination of funding options including equity and our credit
facilities. An inability to raise sufficient capital through the issuance of equity securities or secure funding through credit facilities,
or any increase in the cost of such funding, may adversely impact our ability to grow our business. Failure by us to meet financial
covenants under our credit agreements, or the occurrence of other specified events, may lead to an event of default. If an event of
default were to occur, we may be required to make repayments under our credit facility in advance of the relevant maturity dates
and/or termination of the credit facility, which would limit our ability to utilize credit issuable under such facility and likely have an
adverse impact on our business, results of operations and financial condition.
Our existing $150 million revolving credit facility is secured by our consumer notes receivable we choose to pledge and is subject
to certain operating covenants. Thus, a significant portion of our funding capacity is in part dependent on our accounts receivable,
which can be volatile and, at times, at levels low enough to result in our inability to draw down on a portion of our credit facility.
Any material decrease in our accounts receivable could negatively impact our liquidity, which would have an adverse effect on our
business, results of operations, and financial condition. In addition, it is possible that our transaction volume will outpace our ability
to finance transactions if we do not have sufficient borrowing capacity under our credit facility, which in turn could result in a material
adverse effect on our results of operations and financial condition.
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To the extent we are required to raise additional financing, turmoil in the capital markets, including the tightening of credit and
increased interest rates, may impact our ability to raise financing on terms and at a cost favorable to us. We may be required to raise
capital during a weak economy, and have little flexibility to wait for more favorable terms or economic conditions. We are likely to
face higher borrowing costs, less available capital, more stringent terms and tighter covenants. Such unfavorable market conditions
could have an adverse impact on our ability to fund our operations and capital expenditures in the future. Any adverse change in the
terms of our financing, including increased costs, could have a negative impact on our financial condition.
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.
Consumers may not view the loans facilitated through our platform as having the same significance as a loan or other credit obligation
arising under more traditional circumstances. If a consumer neglects his or her payment obligations on a loan facilitated through our
platform or chooses not to repay his or her loan entirely, it will have an adverse effect on our business, results of operations, financial
condition, prospects, and cash flows.
Personal loans facilitated through our platform are not secured by any collateral, not guaranteed or insured by any third party, and not
backed by any governmental authority in any way. Therefore, we are limited in our ability to collect on these loans if a consumer is
unwilling or unable to repay them. A consumer’s ability to repay their loans can be negatively impacted by increases in their payment
obligations to other lenders under mortgage, credit card, and other debt obligations resulting from increases in base lending rates or
structured increases in payment obligations. These competing debt obligations may also be secured by the debtor’s property, which
may result in a consumer prioritizing payment of the secured debt obligations over those owed to us. If a consumer defaults on a
loan, we may expend additional time and expense yet be unsuccessful in our efforts to collect the amount of the loan. We may also be
required to pay credit card processing costs for loan transactions in which we fail to collect from our consumers. Our originating bank
partner could decide to originate fewer loans through our platform. An increase in defaults precipitated by these risks and uncertainties
could have a material adverse effect on our business, results of operations, financial condition, and prospects.
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, is non-exclusive and subject to early termination 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, our business,
results of operations and financial condition may be adversely impacted.
We rely on WebBank to originate a substantial majority of the loans facilitated by the Sezzle Platform and to comply with various
federal and state laws. The agreement with WebBank (the “WebBank Agreement”) is subject to early termination by WebBank upon
certain events. Under the WebBank Agreement, WebBank is the exclusive issuer of our card products (including virtual card, subject to
a one year transition period), on-demand products, and pay-in-four or pay-in-two consumer loans. The WebBank Agreement does not
prohibit WebBank from working with our competitors or from offering competing services. WebBank currently participates in a variety
of consumer and commercial financing programs, some of which include, or may in the future include, our competitors. WebBank could
terminate the WebBank Agreement or suspend performance of its oblations under the WebBank Agreement immediately upon certain
events or could decide to enter into a more favorable relationship with one or more of our competitors. WebBank may not perform as
expected under the WebBank Agreement. We could have a disagreement or dispute with WebBank in the future which could negatively
impact or threaten our relationship or with other originating banks with whom we may seek to partner.
WebBank is subject to oversight by the Federal Deposit Insurance Corporation (“FDIC”) and the State of Utah Department of Financial
Institutions (“UDFI”) and must comply with rules and regulations and examination requirements, including requirements to maintain a
certain amount of regulatory capital relative to its outstanding loans. We are a service provider to WebBank, and as such, we are subject
to audit by WebBank and regulatory authorities having jurisdiction over WebBank in accordance with the WebBank Agreement and
FDIC guidance related to the management of vendors.
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If WebBank were to suspend, limit, or cease its operations, or if our relationship with WebBank were to otherwise terminate or be
suspended for any reason, we would need to implement substantially similar arrangement with another bank, originate loans directly,
or curtail our operations. If we enter into a relationship with a different originating bank partner, we may not be able to negotiate
comparable terms in a timely manner or at all. If we are unable or unwilling to enter into a similar arrangement with another originating
banking partner, we will become subject to additional state laws and state licensing requirements. In the event that our relationship with
WebBank were terminated or suspended, our business, results of operations, and financial obligations would be adversely impacted.
We rely on the accuracy of third-party data, and inaccuracies in such data may lead to reduced total revenue.
We purchase data from third parties that is critical to our assessment of the creditworthiness of consumers before they are either
approved or denied for credit for their purchase from a merchant. We rely third parties to provide is accurate data. Inaccurate data
could cause us to not approve transactions that otherwise would have been approved, reducing our transaction volume and potential to
earn revenue. Alternatively, we may approve transactions that should have been denied, causing us to experience higher delinquency
rates and either lose total revenue, or earn total revenue that may lead to a higher incidence of bad debts. Our inability to collect on
certain amounts from consumers due to poor creditworthiness or otherwise would likely have a material adverse effect on our results
of operations and financial condition.
Consumer bad debts and insolvency of merchants may adversely impact our financial success.
Our ability to generate profits depends on our ability to put in place and optimize our systems and processes to make predominantly
accurate, real-time decisions in connection with the consumer transaction approval process. We do not ordinarily perform credit
checks on consumers in connection with the application process, unless consumers join our “Sezzle Up” program and opt-in to send
their Sezzle Platform transaction records to credit agencies. Consumer non-payment is a major component of our expenses, and we
are exposed to consumer bad debts as a normal part of our operations because we absorb the costs of all uncollectible notes receivable
from our consumers. Our ability to collect on loans is dependent on the consumer’s continuing financial stability, and consequently,
collections can be adversely affected by a number of factors, including job loss, divorce, death, illness, or personal bankruptcy.
Excessive exposure to bad debts as a result of consumers failing to repay outstanding amounts owed to us may materially and
adversely impact our results of operations and financial position.
We also have exposure to the potential insolvency of merchants for which we have advanced funds. Exposure occurs in the period of
time between the advance of funds to a merchant for a consumer’s purchase of goods, and the retail merchant shipping the goods to
the consumer (at which point we are entitled to payment from the consumer). While this period of risk is typically only a short period
of time, it is still a period that we are exposed to the risk that merchants will be unable to repay the funds we have advanced to them.
As the number and transaction volume of merchants on our platform continues to grow, so does the amount of funds that may be
advanced by us. The failure by merchants to repay these funds may result in a material adverse effect to our results of operations and
financial position.
If our merchants fail to fulfill their obligations to consumers or comply with applicable law, we may incur costs.
Although our merchants are obligated to fulfill their contractual commitments to consumers and to comply with applicable law, from
time to time they might not do so, or a consumer might allege that they did not do so. This, in turn, can result in claims or defenses
against us or any subsequent holder of our installment agreements. One such claim or defense could be made pursuant to a term
included in our or our originating bank partner’s installment loan agreement, that is pursuant to the Federal Trade Commission’s Trade
Regulation Rule Concerning Preservation of Consumers’ Claims and Defenses (the “Holder in Due Course Rule”). The Holder in Due
Course Rule provides that the holder of the consumer credit contract, in our or our originating bank partner’s case the installment loan
agreement, is subject to all claims and defenses which the debtor could assert against the seller of goods or services that were obtained
with the proceeds of the consumer credit contract. If merchants fail to fulfill their contractual or legal obligations to consumers, it
may also negatively affect our reputation with consumers, and negatively affect our business. Federal and state regulatory authorities
may also bring claims against us, including unfair and deceptive acts or practices (“UDAP”) or unfair, deceptive or abusive acts or
practices (“UDAAP”) claims, if we fail to provide consumer protections relating to potential merchants actions or disputes.
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Our internet-based loan origination processes may give rise to greater risks than paper-based processes.
We use the internet to obtain application information and distribute certain legally required notices to applicants for loans, and to
obtain electronically signed loan documents in lieu of paper documents with tangible consumer signatures. These processes entail
additional risks compared to paper-based loan underwriting processes and procedures, including risks regarding the sufficiency of
notice for compliance with consumer protection laws, risks that consumers may challenge the authenticity of loan documents or the
validity of electronic signatures and records, and risks that, despite internal controls, unauthorized changes are made to the electronic
loan documents.
Risks Related to Our Technology and the Sezzle Platform
Our results depend on integration, support, and prominent presentation of our platform by our merchants.
We use and rely on integration of the Sezzle Platform with third-party systems and platforms, particularly websites and other systems
of our merchants. The success of our services, and our ability to attract additional consumers and merchants, depends on the ability of
our Sezzle Platform to integrate into, and operate with, these various third-party systems and platforms. In addition, as these systems
and platforms are regularly updated, it is possible that when such updates occur it could cause our services to operate inefficiently.
This will likely require us to change the way we operate our systems and platform, which may take time and expense to remedy.
We also depend on our merchants, which generally accept most major credit cards and other forms of payment, to present our platform
as a payment option, such as by prominently featuring our platform on their websites or in their stores and not just as an option at
website checkout. Unless we have negotiated a specific contractual requirement, we do not have any recourse against merchants when
they do not prominently present our platform as a payment option. The failure by our merchants to effectively integrate, support, and
present our platform may have a material adverse effect on our business, results of operations and financial condition.
Unanticipated surges or increases in transaction volumes may adversely impact our financial performance.
Continued increases in transaction volumes may require us to expand and adapt our network infrastructure to avoid interruptions to
our systems and technology. Any unanticipated surges or increases in transaction volumes may cause interruptions to our systems
and technology, reduce the number of completed transactions, increase expenses, and reduce the level of customer service, and these
factors could adversely impact our reputation and, thus, diminish consumer confidence in our systems, which may result in a material
adverse effect on our business, results of operations and financial condition.
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.
Through the ordinary course of business, we collect, store, process, manage, transfer, and use (collectively, “process”) a wide range
of confidential information, including personally identifiable information, for various purposes, including to follow government
regulations and to provide services to our consumers and merchants. The information we collect may be sensitive in nature and
subject to a variety of privacy, data protection, cybersecurity, and other laws and regulations. Due to the sensitivity and nature of the
information we process, we and our third-party service providers may be the targets of, defend against and must regularly respond
to cyberattacks, including from malware, phishing or ransomware, physical security breaches, or similar attacks or disruptions.
Cyberattacks and similar disruptions may compromise or breach the Sezzle Platform and the protections we use to try to protect
confidential information in our possession or control. Breaches of the Sezzle Platform or other Sezzle systems could result in the
criminal or unauthorized use of confidential information and could disrupt our platform, result in the failure of our systems to operate
as expected, negatively affect our users and merchants and, because the techniques for conducting cyberattacks are constantly
evolving and may be supported by significant financial and technological resources (e.g., state-sponsored actors), we may be unable
to anticipate these techniques, react in a timely manner, or implement adequate preventative or remedial measures. These risks also
reside with third party service providers and partners with whom we conduct business. Our business could be materially and adversely
impacted by security breaches of our systems and the data and information of merchants’ and consumers’ data and information.
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These events may cause significant disruption to our business and operations, cause our systems to fail to operate as expected, or
expose us to reputational damage, loss of consumer confidence, legal claims, civil and criminal liability, constraints on our ability to
continue operation, reduced demand for our products and services, termination of our contracts with merchants or third party service
providers, and regulatory scrutiny and fines, any of which could materially adversely impact our financial performance and prospects.
Any security or data issues experienced by other software companies or third-party service providers with whom we conduct business
could diminish our customers’ trust in providing us access to their personal data generally. Merchants and consumers that lose
confidence in our security measures may be less willing to make payments on their loans or participate in the Sezzle Platform.
In addition, our partners include credit bureaus, collection agencies and banking parties, each of whom operate in a highly regulated
environment, and many laws and regulations that apply directly to them may apply directly or indirectly to us through our contractual
arrangements with these partners. Federal, state and international laws or regulators, as well as our contractual partners, may require
notice in event of a security breach that involves personally identifiable information, and these disclosures may result in negative
publicity, loss of confidence in our security measures, regulatory or other investigations, the triggering of indemnification and other
contractual obligations, and other adverse effects to our partner ecosystem and operations. We may also incur significant costs and
loss of operational resources in connection with remediating, investigating, mitigating, or eliminating the causes of security breaches,
cyberattacks, or similar disruptions after they have occurred, and particularly given the evolving nature of these risks, our incident
response, disaster recovery, and business continuity planning may not sufficiently address all of these eventualities. The retention and
coverage limits in our insurance policies may not be sufficient to reimburse the full cost of responding to and remediating the effects
of a security breach, cyberattack, or similar disruption, and we may not be able to collect fully, if at all, under these insurance policies
or to ensure that the insurer will not deny coverage as to any future claim.
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.
Our platform and our internal systems rely on software that is highly technical and complex. In addition, our platform and our internal
systems depend on the ability of such software to process immense amounts of data. As a result, undetected vulnerabilities, errors,
failures, bugs, or defects may be present in such software or occur in the future in such software, including open source software and
other software we license in from third parties, especially when updates or new products or services are released.
Any real or perceived vulnerabilities, errors, failures, bugs, or defects in the software may not be found until our consumers use
our platform and could result in outages or degraded quality of service on our platform that could adversely impact our business
(including through causing us not to meet contractually required service levels), as well as negative publicity, loss of or delay in
market acceptance of our products and services, and harm to our brand or weakening of our competitive position. In such an event,
we may be required, or may choose, to expend significant additional resources in order to correct the problem. Any real or perceived
errors, failures, bugs, or defects in the software we rely on could also subject us to liability claims, impair our ability to attract new
consumers, retain existing consumers, or expand their use of our products and services, which would adversely affect our business,
results of operations, financial condition, and prospects.
We also rely on online payment gateways, banking and financial institutions for the validation of bank cards, settlement and collection
of payments. There is a risk that these systems may fail to perform as expected or be adversely impacted by a number of factors, some
of which may be outside our control, including damage, equipment faults, power failure, fire, natural disasters, computer viruses and
external malicious interventions such as hacking, cyber-attacks or denial-of-service attacks.
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.
We use vendors, such as our cloud computing web services provider, virtual card processing companies, and third-party software
providers, in the operation of our platform. The satisfactory performance, reliability, and availability of our technology and our
underlying network and infrastructure are critical to our operations and reputation and the ability of our platform to attract new and
retain existing merchants and consumers. We rely on these vendors to protect their systems and facilities against damage or service
interruptions from natural disasters, power or telecommunications failures, environmental conditions, computer viruses or attempts to
harm these systems, criminal acts, and similar events. If our arrangement with a vendor is terminated or if there is a lapse of service
or damage to its systems or facilities, we could experience interruptions in the operation of our platform. We also may experience
increased costs and difficulties in replacing that vendor and replacement services may not be available on commercially reasonable
terms, on a timely basis, or at all. Any interruptions or delays in our platform availability, whether as a result of a failure to perform
on the part of a vendor, any damage to one of our vendor’s systems or facilities, the termination of any of our third-party vendor
agreement, software failures, our or our vendor’s error, natural disasters, terrorism, other man-made problems, security breaches,
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whether accidental or willful, or other factors, could harm our relationships with our merchants and consumers and also harm our
reputation.
In addition, we source certain information from third parties. In the event that any third party from which we source information
experiences a service disruption, whether as a result of maintenance, natural disasters, terrorism, security breaches, or for any other
reason, whether accidental or willful, the ability to score and evaluate loan applications through our platform may be adversely
impacted. Additionally, there may be errors contained in the information provided by third parties. This may result in the inability
to approve otherwise qualified applicants or may result in the approval of unqualified applicants through our platform, which may
adversely impact our business by negatively impacting our reputation and reducing our transaction volume.
To the extent we use or depend on any particular third-party data, technology, or software, we may also be harmed if such data,
technology, or software becomes non-compliant with existing laws, regulations, or industry standards, becomes subject to third-
party claims of intellectual property infringement misappropriation, or other violation, or malfunctions or functions in a way we
did not anticipate. Any loss of the right to use any of this data, technology, or software could result in delays in the provisioning of
our products and services until equivalent or replacement data, technology, or software is either developed by us, or, if available, is
identified, obtained, and integrated, and there is no guarantee that we would be successful in developing, identifying, obtaining, or
integrating equivalent or similar data, technology, or software, which could result in the loss or limiting of our products, services, or
features available in our products or services.
These factors could prevent us from processing transactions or posting payments on our platform, damage our brand and reputation,
divert the attention of our employees, reduce total revenue, subject us to liability, and cause consumers or merchants to abandon
our platform, any of which could have a material and adverse effect on our business, results of operations, financial condition, and
prospects.
Fraudulent activities may result in us suffering losses, causing a materially adverse impact to our reputation and results of
operations.
We are exposed to risks imposed by fraudulent conduct, including the risks associated with consumers attempting to circumvent our
system and repayment capability assessments. There is a risk that we may be unsuccessful in defeating fraud attempts, resulting in
higher than budgeted costs of fraud and consumer non-payment.
We pay merchants for goods and services purchased by consumers up front, and accept the responsibility associated with minimizing
fraudulent activity and bear all costs associated with such fraudulent activity. Fraudulent activity is likely to result in us suffering
losses, which may have a material adverse impact on our reputation and cause us to bear increased costs to rectify and safeguard
business operations and our systems against such fraudulent activity. Significant amounts of fraudulent cancellations or chargebacks
could adversely affect our business, results of operations or financial condition. High profile or significant increases in fraudulent
activity could also lead to regulatory intervention, negative publicity, and the erosion of trust from our consumers and merchants,
which could result in a material adverse effect on our business, results of operations and financial condition.
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 have a material adverse effect on our business, results of
operations, financial condition, and prospects.
We partially rely on card issuers or payment processors, and must pay a fee for this service. From time to time, payment processors
such as Visa may increase the interchange fees that they charge for each transaction using one of their cards. The payment processors
routinely update and modify their requirements. Changes in the requirements, including changes to risk management and collateral
requirements, may impact our ongoing cost of doing business and we may not, in every circumstance, be able to pass through such
costs to our merchants or associated participants. Furthermore, if we do not comply with the payment processors’ requirements (e.g.,
their rules, bylaws, and charter documentation), the payment processors could seek to fine us, suspend us or terminate our registrations
that allow us to process transactions on their networks. Some payment processors may also choose not to support BNPL solutions;
including our products, in which case, the credit cards these processors issue cannot be linked to pay for purchases made through
BNPL entities, including Sezzle. The termination of our registration due to failure to comply with the applicable requirements of Visa
or other payment processors, or any changes in the payment processors’ rules that would impair our registration, could require us to
stop providing payment services to Visa or other payment processors, which could have a material adverse effect on our business,
results of operations, financial condition, and prospects. We are also subject to the Payment Card Industry Data Security Standard
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(“PCI DSS”) with respect to the acceptance of payment cards. PCI DSS sets forth security standards relating to the processing of
cardholder data and the systems that process such data, and a failure to adhere to these standards can result in fines, limitations on our
ability to process payment cards, and impact to our relationship with our merchant partners and their own ability to comply with PCI
DSS.
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.
We have significant vendors that, among other things, provide us with financial, technology, and other services to support our products
and other activities, including, for example, cloud-based data storage and other IT solutions, and payment processing. We could
be adversely impacted to the extent our vendors fail to comply with the legal requirements applicable to the particular products or
services being offered. For example, the Consumer Financial Protection Bureau (“CFPB”) has issued guidance stating that institutions
under its supervision may be held responsible for the actions of the companies with which they contract.
In some cases, we are reliant on one or a limited number of vendors for critical services. Most of our vendor agreements are
terminable by the vendor on little or no notice, and if our current vendors were to terminate their agreements with us or otherwise stop
providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient
manner and on acceptable terms or at all. If any vendor fails to provide the services we require, fails to meet contractual requirements
(including compliance with applicable laws and regulations), fails to maintain adequate data privacy controls and electronic security
systems, or suffers a cyber-attack or other security breach, we could be subject to regulatory enforcement actions, claims from third
parties, including our consumers, suffer operational outages, and suffer economic and reputational harm that could have an adverse
effect on our business. Further, we may incur significant costs to resolve any such disruptions in service, which could adversely affect
our business.
The loss of key partners and merchant relationships would adversely affect our business.
We depend on continued relationships with our current significant merchants and partners that assist in obtaining and maintaining
our relationships with merchants. There can be no guarantee that these relationships will continue or, if they do continue, that these
relationships will continue to be successful. Our contracts with merchants can generally be terminated for convenience on relatively
short notice by either party, and so we do not have long-term contracted income. There is a risk that we may lose merchants for a
variety of reasons, including a failure to meet key contractual or commercial requirements, merchants shifting to in-house solutions
(including providing a service competitive to us), or competitor service providers. Similarly, there is a risk that e-commerce platforms
with which we partner may limit or prevent Sezzle from being offered as a payment option at checkout. Such actions would magnify
the risks to our business as compared to similar actions taken by individual merchants unaffiliated with such platforms. We also face
the risk that our key partners could become competitors of our business after our key partners determine how we have implemented
our model to provide our services.
Our business is still in a relatively early stage and merchant income is not as diversified as it might be for a more mature business.
The loss of even a small number of our key merchants may have a material adverse effect on our results of operations and financial
condition, and may be further exacerbated by an increase in marketing expenses to sign up new merchants to replace those lost,
including incentive arrangements spent on lost merchants and new incentive commitments. There is also a risk that key terms with
new merchants may be less favorable to us, including terms of pricing, due to unanticipated changes in our market. In addition, the
loss of a key merchant may also have a negative impact on our reputation with other merchants and with consumers.
Changes to our key operating metrics may negatively affect our business and reputation.
As our products and services change or expand over time, we may revise or cease reporting certain key operating metrics if we
determine such metrics are no longer appropriate measures of our performance. We regularly review our processes for calculating
these key operating metrics, and from time to time we may make adjustments to improve the accuracy or relevance of these key
metrics. Our key operating metrics are calculated using internal company data based on activity we measure and compiled from
multiple systems, and we believe to be reasonable methodologies and estimates. If investors, analysts, or customers do not consider
our reported measures to be sufficient or to accurately reflect our business, we may receive negative publicity, our reputation may be
damaged, and our business may be adversely affected.
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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.
In periods when the capital and credit markets experience significant volatility, the amounts, sources, and cost of capital available to us
may be adversely affected. If sufficient sources of external financing are unavailable to us on cost effective terms, we could be forced
to limit our growth activities or take other actions to fund our business activities and repay our debt, such as selling assets. If we are
able and choose to access capital at a higher cost than we have experienced in recent years (reflected in higher interest rates for debt
financing or a lower stock price for equity financing), our earnings and cash flow could be adversely affected.
We have incurred, and may in the future incur, additional indebtedness that bears interest at a variable rate. The interest paid on
borrowings under our credit facility is tied to the U.S. Federal Reserve’s Secured Overnight Financing Rate (“SOFR”). The facility
carries an interest rate of SOFR plus 6.75%. An increase in interest rates would increase our interest expense and increase the cost
of refinancing existing debt and issuing new debt, which would adversely affect our cash flow. In addition, if we need to repay
existing debt during periods of rising interest rates, we could have to liquidate one or more of our assets at times that may not permit
realization of the maximum return on such assets. The effect of prolonged interest rate increases could adversely impact our ability to
continue to execute on our strategy. As a result, any increase in interest rates could adversely affect our results of operations.
We are exposed to exchange rate fluctuations in the international markets in which we operate.
There are instances in which our costs and revenues related to international operations are not able to be exactly matched with respect
to currency denomination. Currency fluctuations cause the U.S. dollar value of our international results of operations and net assets
to vary with exchange rate fluctuations. A decrease in the value of any of these currencies relative to the U.S. dollar could have a
negative impact on our business, results of operations and financial condition. We may experience economic loss and a negative
impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. In the future, we may utilize
derivative instruments to manage the risk of fluctuations in foreign currency exchange rates that could potentially impact our future
earnings and forecasted cash flows. However, the markets in which we operate could restrict the removal or conversion of the local or
foreign currency, resulting in our inability to hedge against some or all of these risks and/or increase our cost of conversion of local
currency to U.S. dollar.
Our ability to use certain net operating loss carryforwards and certain other tax attributes may be limited.
Under U.S. federal income tax principles set forth in Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes
an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax
attributes to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative
change in ownership of the relevant corporation by “5% shareholders” that (as defined under U.S. tax laws) exceeds 50 percentage
points over a rolling three-year period. Similar rules apply under state tax laws. Our ability to utilize a portion of our net operating loss
carryforwards to offset future taxable income for U.S. federal income tax purposes may be subject to certain limitations under Section
382 of the Code. Such limitations on the ability to use net operating loss carryforwards and other tax assets could adversely impact our
business, financial condition, results of operations, and cash flows.
Our efforts to protect our intellectual property rights may not be sufficient.
Our business depends on our ability to commercially exploit our technology and intellectual property rights, including our
technological systems and data processing algorithms. We rely on laws relating to trade secrets, copyright, and trademarks to assist
in protecting our proprietary rights. However, there is a risk that unauthorized use or copying of our software, data, specialized
technology, trademarks or platforms will occur. In addition, there is a risk that the validity, ownership, registration or authorized use
of intellectual property rights relevant to our business may be successfully challenged by third parties. This could involve significant
expense and potentially the inability to use the intellectual property rights in question. If an alternative cost-effective solution were
not available, there may be a material adverse impact on our financial position and performance. Such disputes may also temporarily
adversely impact our performance or ability to integrate new systems, which may adversely impact our income and financial position.
There is a risk that we will be unable to register or otherwise protect new intellectual property rights we develop in the future, or
which are developed on our behalf by contractors. In addition, competitors may be able to work around any of our intellectual property
rights, or independently develop technologies, or competing payment products or services that are not protected by our intellectual
property rights. Our competitors may then be able to offer identical or very similar services or services that are otherwise competitive
against those we provide, which could adversely affect our business. We will also face risks in connection with any further or resumed
activities related to international expansion, including in countries that may have less protection for our intellectual property rights
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than the United States. We have registered trademarks in the United States, the United Kingdom ("UK"), the European Union, India
and Brazil, and we have pending trademark applications in Canada. There is a risk that our trademarks and other intellectual property
rights may not be adequate to protect our brand or proprietary technology or may conflict with the registered trademarks or other
intellectual property rights of other companies, both domestically and abroad, which may require us to rebrand our product and service
offerings, obtain costly licenses, defend against third-party claims, or substantially change our product or service offerings. Should
such risks manifest, we may be required to expend considerable resources and divert the attention of our management, which could
have an adverse effect on our business and results of operations.
We may be sued by third parties for alleged infringement, misappropriation, or other violation of their intellectual property or other
proprietary rights.
Our success depends, in part, on our ability to develop and commercialize our products and services without infringing,
misappropriating, or otherwise violating the intellectual property or other proprietary rights of third parties. Third parties have
alleged in the past, and there is a risk that third parties may in the future allege or claim, that our solutions or intellectual property
infringe, misappropriate, or otherwise violate third-party intellectual property or other proprietary rights, and we may become
involved in disputes, including actual or threatened litigation, from time to time concerning these rights. Similarly, competitors or
other third parties may raise claims alleging that service providers or other third parties retained or indemnified by us, infringe on,
misappropriate, or otherwise violate such competitors’ or other third parties’ intellectual property or other proprietary rights. These
claims of infringement, misappropriation, or other violation may be extremely broad, and it may not be possible for us to conduct our
operations in such a way as to avoid all such alleged violations of such intellectual property or other proprietary rights. We also may
be unaware of third-party intellectual property or other proprietary rights that cover or otherwise relate to some or all of our products
and services.
Given the complex, rapidly changing, and competitive technological and business environment in which we operate, and the potential
risks and uncertainties of intellectual property-related litigation, a claim of infringement, misappropriation, or other violation against
us may require us to spend significant amounts of time and other resources to defend against the claim (even if we ultimately prevail),
pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies, or
other intellectual property (temporarily or permanently), cease offering certain products or services, obtain a license, which may not
be available on commercially reasonable terms or at all, or redesign our products or services or functionality therein, which could
be costly, time-consuming, or impossible. Moreover, the volume of intellectual-property-related claims, and the mere specter of
threatened litigation, could distract our management from the day-to-day operations of our business. The direct and indirect costs of
addressing these actual and threatened disputes may have an adverse impact on our operations, reputation, and financial performance.
Some of the aforementioned risks of infringement, misappropriation, or other violation, in particular with respect to patents, are
potentially increased due to the nature of our business, industry, and intellectual property portfolio. In addition, our insurance may not
cover potential claims of this type adequately or at all, and we may be required to pay monetary damages, which may be significant
and result in a material adverse effect on our results of operations and financial condition.
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.
Some of our systems incorporate and are dependent on the use and development of open source software. Open source software is
software licensed under an open source license, which may include a requirement that we make available, or grant licenses to, any
modifications or derivative works created using the open source software, make our proprietary source code publicly available, or
make our products or services available for free or for nominal amounts. If an author or other third party that uses or distributes such
open source software were to allege that we had not complied with the legal terms and conditions of one or more of these open source
licenses, we could incur significant legal expenses defending against such allegations, could be subject to significant damages, and
could be required to comply with these open source licenses in ways that cause substantial competitive harm to our business.
The terms of various open source licenses have not been interpreted by U.S. and international courts, and there is a risk that such
licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our products or services. In such an
event, we could be required to re-engineer all or a portion of our technologies, seek licenses from third parties in order to continue
offering our products and services, discontinue the use of our platform in the event re-engineering cannot be accomplished, or
otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and
loan products and services. If portions of our proprietary software are determined to be subject to an open source license, we could
also be required to, under certain circumstances, publicly release or license, at no cost, our products or services that incorporate the
open source software or the affected portions of our source code, which could allow our competitors or other third parties to create
similar products and services with lower development effort, time, and costs, and could ultimately result in a loss of transaction
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volume for us. We cannot ensure that we have not incorporated open source software in our software in a manner that is inconsistent
with the terms of the applicable license or our current policies, and we or our third party contractors or suppliers may inadvertently
use open source in a manner that we do not intend or that could expose us to claims for breach of contract or intellectual property
infringement, misappropriation, or other violation. If we fail to comply, or are alleged to have failed to comply, with the terms and
conditions of our open source licenses, we could be required to incur significant legal expenses defending such allegations, be subject
to significant damages, be enjoined from the sale of our products and services, and be required to comply with onerous conditions or
restrictions on our products and services, any of which could be materially disruptive to our business.
In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party
commercial software because open source licensors generally do not provide warranties or other contractual protections regarding
infringement, misappropriation, or other violations, the quality of code, or the origin of the software. Many of the risks associated with
the use of open source software cannot be eliminated and could adversely affect our business, results of operations, financial condition,
and prospects. For instance, open source software is often developed by different groups of programmers outside of our control that
collaborate with each other on projects. As a result, open source software may have security vulnerabilities, defects, or errors of
which we are not aware. Even if we become aware of any security vulnerabilities, defects, or errors, it may take a significant amount
of time for either us or the programmers who developed the open source software to address such vulnerabilities, defects, or errors,
which could negatively impact our products and services, including by adversely affecting the market’s perception of our products
and services, impairing the functionality of our products and services, delaying the launch of new products and services, or resulting
in the failure of our products and services, any of which could result in liability to us, our vendors, and our service providers. Further,
our adoption of certain policies with respect to the use of open source software may affect our ability to hire and retain employees,
including engineers.
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.
In addition to open source software, we rely on certain technologies that we license from third parties, which we may use to support
our business operations and incorporate into our products or services. This third-party technology may currently, or could in the
future, infringe, misappropriate, or violate the intellectual property rights of third parties, or the licensors of such technology may
not have sufficient rights to the technology they license us in all jurisdictions in which we may offer our products or services. We
engage third parties to provide a variety of technology to support our business infrastructure. Any failure on the part of our third-party
providers or of our business infrastructure to operate effectively, stemming from maintenance problems, upgrading or transitioning to
new platforms, a breach in security, or other unanticipated problems could result in interruptions to or delays in our operations or our
products or services. The licensors of third-party technology we use may discontinue their offerings or change the terms under which
their technology is licensed. If we are unable to continue to license any of this technology on terms we find acceptable, or if there are
quality, security, or other substantive issues with any of this technology, we may face delays in releases of our solutions or we may
be required to find alternative vendors or remove functionality from our solutions or internal business infrastructure. In addition, our
inability to obtain certain licenses or other rights might require us to engage in litigation regarding these matters. Any of the foregoing
could have a material adverse effect on our business, financial condition, and results of operations.
Misconduct and errors by our employees, vendors, and service providers could harm our business and reputation.
We are exposed to many types of operational risk, including the risk of misconduct and errors by our employees, vendors, and other
service providers. Our business depends on our employees, vendors, and service providers to process a large number of increasingly
complex transactions, including transactions that involve significant dollar amounts and loan transactions that involve the use and
disclosure of personal and business information. We could be materially and adversely affected if transactions were redirected,
misappropriated, or otherwise improperly executed, personal and business information was disclosed to unintended recipients, or an
operational breakdown or failure in the processing of other transactions occurred, whether as a result of human error, a purposeful
sabotage or a fraudulent manipulation of our operations or systems. If any of our employees, vendors, or service providers take,
convert, or misuse funds, documents, or data, or fail to follow protocol when interacting with consumers and merchants, we could be
liable for damages and subject to regulatory actions and penalties. We could also be perceived to have facilitated or participated in the
illegal misappropriation of funds, documents, or data, or the failure to follow protocol, and therefore be subject to civil or criminal
liability. It is not always possible to identify and deter misconduct or errors by employees, vendors, or service providers, and the
precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. Any
of these occurrences could result in our diminished ability to operate our business, potential liability to consumers and merchants,
inability to attract future consumers and merchants, reputational damage, regulatory intervention, and financial harm, which could
negatively impact our business, results of operations, financial condition, and prospects.
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Our business is subject to risks beyond our control, including fires, floods, pandemics, and other natural catastrophic events and to
interruption by man-made issues such as strikes.
Our systems and operations are vulnerable to damage or interruption from fires, floods, power losses, telecommunications failures,
strikes, health pandemics, and similar events. A significant natural disaster in locations in which we have employees, offices or
other facilities could have a material adverse effect on our business, results of operations, financial condition, and prospects, and our
insurance coverage may be insufficient to compensate us for losses that may occur. In addition, strikes, wars, terrorism, and other
geopolitical unrest could cause disruptions in our business and lead to interruptions, delays, or loss of critical data. We may not have
sufficient protection or an effective recovery plan in certain circumstances, and our business interruption insurance may be insufficient
or inadequate to recoup losses that we incur from these occurrences.
We may not have adequate insurance to cover losses and liabilities.
We maintain insurance we consider appropriate for our business needs. However, we may not be insured against all risks, either
because appropriate coverage is not available or because we consider the applicable premium and deductibles to be excessive in
relation to the perceived benefits that would accrue. Accordingly, we may not be fully insured or insured at all against losses and
liabilities that could unintentionally arise from our operations. The incurrence of uninsured or partially insured losses or liabilities
could have a material adverse effect on our business, results of operations and financial condition.
Any inability to retain our employees or recruit additional employees could adversely impact our financial position.
Our ability to effectively execute our growth strategy depends upon the performance and expertise of our employees. We rely on
experienced managerial and highly qualified technical employees to develop and operate our technology and to direct operational
employees to manage the operational, sales, compliance and other functions of our business.
We may not be able to attract and retain key employees or be able to find effective replacements in a timely manner. The loss of
employees, or any delay or inability to replace such employees in their replacement, could impact our ability to operate our business
and achieve our growth strategies, including through the development of new systems and technology. There is a risk that we may not
be able to recruit suitably qualified and talented employees in a timeframe that meets our growth objectives. This may result in delays
in the integration of new systems, development of technology and general business expansion. There is also a risk that we will be
unable to retain existing employees, or recruit new employees, on terms of retention that are as attractive to us. Our inability to retain
our key employees or recruit additional employees, in particular key employees, would likely have a material adverse effect on our
business, results of operation and financial condition.
In addition, since March 2020 we have transitioned to a primarily remote-first working environment, with only a modest in-office
presence of hybrid workers. There is a risk that continuing such an arrangement in the future may decrease the cohesiveness of
our teams and our ability to maintain our culture, both of which are critical to our success. Additionally, a remote-first working
environment may impede our ability to undertake new business projects, to foster a creative environment, to hire new team members,
and to retain existing team members. Such effects may adversely affect the productivity of our team members and overall operations,
which could have a material adverse effect on our business, results of operations, financial condition, and prospects.
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 a range of state and federal laws and regulations concerning consumer finance that can be highly technical, subject
to varying interpretations, and potentially conflict or overlap as they change over time. These laws and regulations include but are
not limited to state lending licensing or other state licensing or registration laws, consumer credit disclosure laws such as Title X
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Truth in Lending Act (“TILA”), the
Fair Credit Reporting Act (“FCRA”) and other laws concerning credit reports and credit reporting, the Equal Credit Opportunity Act
(“ECOA”) which addresses anti-discrimination, the Electronic Fund Transfer Act (“EFTA”) and the rules and guidelines of National
Automated Clearing House Association (“NACHA”) which governs the ACH network and electronic money movement, a variety
of anti-money laundering and anti-terrorism financing rules, the Telephone Consumer Protection Act (“TCPA”), the Controlling the
Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and other laws concerning initiating phone
calls or text messages and electronic mail, the Electronic Signatures in Global and National Commerce Act, debt collection laws, laws
governing short-term consumer loans and general consumer protection laws, such as laws that prohibit unfair, deceptive, misleading or
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abusive acts or practices. There is also the potential that we may become subject to additional legal or regulatory requirements if our
business operations, strategy or geographic reach expand in the future. These laws and regulations may also change in the future, and
they may be applied to us and the Sezzle Platform in a manner that we do not currently anticipate. While we have developed policies
and procedures designed to assist in compliance with laws and regulations applicable to our business, no assurance is given that our
compliance policies and procedures will be effective. We may not always have been, and may not always be, in compliance with these
laws and regulations and such non-compliance could have a material adverse effect on our business, results of operations and financial
condition.
In Canada, we are subject to a range of federal and provincial laws and regulations including, but not limited to, provincial and
territorial consumer finance legislation (including prohibition on late fees, limits on default charges, debt collection laws and
requirements), consumer lender licensing or registration laws, consumer contract and credit disclosure laws, credit advertising
requirements, e-commerce laws and unfair practices regulation, Canadian sanctions laws, federal and provincial-level private sector
privacy laws, federal Canadian anti-spam legislation, federal and provincial human rights legislation, Quebec Charter of French
language laws and requirements, and regulation under Payments Canada Rule H1- Pre-Authorized Debit Rules in respect of the
acceptance of payments from Canadian bank accounts. We are also subject to FINTRAC guidance and rules in part, and have
registered our business under the Retail Payments Activities Act. There is also the potential that we may become subject to additional
legal or regulatory requirements if our business operations, strategy or geographic reach expand in the future.
New laws or regulations in the U.S. or Canada, or laws and regulations in new markets, that apply to us or our business could also
require us to incur significant expenses and devote significant management attention to ensure compliance. In addition, our failure to
comply with these laws or regulations may result in litigation or enforcement actions, the penalties for which could include: revocation
of our licenses, fines and other monetary penalties, civil and criminal liability, substantially reduced payments by borrowers,
modification of the original terms of loans, permanent forgiveness of debt, or inability to, directly or indirectly, collect all or a part of
the principal of or interest on loans. Further, we may not be able to respond quickly or effectively to regulatory, legislative, and other
developments, and these changes may in turn impair our ability to offer our existing or planned features, products, and services and/or
increase our cost of doing business.
In the United States, we have certain state lending licenses and other licenses, which subject us to supervisory oversight from these
license authorities and periodic examinations. Our business is also generally subject to investigation by regulators and enforcement
agencies, regardless of whether we have a license from such authorities. These regulators and enforcement agencies may receive
complaints about us. Investigations or enforcement actions may be costly and time consuming. Enforcement actions by such regulators
and enforcement agencies could lead to fines, penalties, consumer restitution, the cessation of our business activities in whole or
in part, or the assertion of private claims and lawsuits against us. In the United States, these regulators and agencies at the state
level include state licensing agencies, financial regulatory agencies, and attorney general offices. At the federal level in the United
States, these regulators and agencies include the Federal Trade Commission (“FTC”), the CFPB, FinCEN, and OFAC, any or all of
which could subject us to burdensome rules and regulations that could increase costs and use of our resources in order to satisfy our
compliance obligations.
In Canada, we are currently licensed as a lender where we believe required. In connection with our business activities, we are also
generally subject to consumer protection legislation and other laws and, on that basis, our business is also generally subject to
regulatory oversight and supervision from federal and/or provincial regulators in respect of those activities, regardless of whether we
have a license. These regulators and enforcement agencies generally act on a complaints-basis and may receive consumer complaints
about us. Investigations or enforcement actions may be costly and time consuming. Enforcement actions by such regulators and
enforcement agencies could lead to fines, penalties, consumer restitution, the cessation of our business activities in whole or in part, or
the assertion of private claims and lawsuits against us.
Compliance with these laws and regulations is costly, time-consuming, and limits our operational flexibility. Any failure or perceived
failure to comply with any statute, ordinance, regulation, rules and/or guidance may subject us to significant fines, penalties,
criminal and civil lawsuits, and enforcement actions in one or more jurisdictions; result in significant compliance costs and licensing
requirements, cause us to lose existing licenses or prevent or delay us from obtaining pending licenses; restrict our operations or
force us to make changes to our business practices; and incur significant reputational damage. Legal proceedings brought under state
consumer protection statutes or under federal consumer financial services statutes subject to the jurisdiction of the CFPB and FTC, in
particular, may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could
result in damages in excess of the amounts we earned from the underlying activities.
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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.
Under Title X of the Dodd-Frank Act, the CFPB has broad authority to regulate and supervise providers of consumer financial
products and services, including bank and non-banking entities, such as us and our originating bank partner. The CFPB is specifically
authorized, among other things, to take actions to prevent companies providing consumer financial products or services and their
service providers from engaging in unfair, deceptive or abusive acts or practices in connection with consumer financial products
and services, and to issue rules requiring enhanced disclosures for our loan products and services. The CFPB also has authority to
interpret, enforce, and issue regulations implementing enumerated consumer laws that apply to our business.
In 2017, the CFPB issued a final rule under its unfair, deceptive and abusive acts and practices rule-making authority relating to
certain installment loans entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the "Rule"). The Rule introduces
new limitations on repayment for lenders of certain installment loans. If a consumer has two consecutive failed payment attempts,
the lender must obtain a consumer’s new and specific authorization to make further withdrawals from the consumer’s bank account.
The lender may also be required to provide certain notices to consumers before attempting a first payment withdrawal, an unusual
withdrawal and/or after two consecutive failed payment attempts. The Rule is expected to become effective March 31, 2025, and
may require changes to our practices and procedures for such loans, which could adversely affect our ability to make such loans and
the profitability of such loans. Additionally, any further regulatory changes to the Rule could have effects beyond those currently
contemplated that could further materially and adversely impact our business and operations.
In addition to the above, we may become subject to future CFPB rule-making and the enactment of one or more of such regulatory
changes, or the exercise of broad regulatory authority by the CFPB over the Company’s business or discretionary consumer financial
transactions, generally, could materially and adversely affect our business, results of operations and prospects. See “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” for more information.
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.
A substantial majority of the loans facilitated through the Sezzle Platform are originated by WebBank, our originating bank partner,
and we rely on our originating bank partner model to comply with various federal and state laws in accordance with the Depository
Institutions Deregulation and Monetary Control Act of 1980 (“DIDMCA”) and the Valid-When-Made Rule. Pursuant to the DIDMCA,
a state-chartered, FDIC-insured bank is permitted to “export” interest rates from the state where the bank is located for loans originated
by such bank, regardless of the usury limitations imposed by the state law of the borrower’s residence, unless the borrower’s state has
chosen to opt out of the exportation regime. The Valid-When-Made Rule provides, generally, that the determination of whether interest
on a loan is permissible under Section 27 is made at the time the loan is made and that interest on a loan permissible under Section 27
shall not be affected by the sale, assignment, or other transfer of the loan, in whole or in part.
While a number of state attorneys general have unsuccessfully challenged the Valid-When-Made Rule, if the legal structure underlying
our relationship with WebBank was successfully challenged, we may be in violation of state licensing requirements and state laws
regulating interest rates and other aspects of consumer lending. Many states have passed laws, or have proposed laws, capping interest
rates on consumer loans at rates that are lower than the annual percentage rate of some the loans originated on the Sezzle Platform. In
the event of such a challenge or if our arrangement with our originating bank partner were to change or terminate for any reason, we
would need to rely on an alternative bank relationship or originate these loans ourselves and be subject to these interest rate limitations.
In addition, some state legislatures have passed laws, or have proposed or are threatening to propose laws, that opt out of the DIDMCA
to prevent out of state, state-chartered, FDIC-insured banks from exporting the interest rate of their state of registration to such state. For
example, the State of Iowa opted out in the 1980s and, in 2023, the State of Colorado passed a law to opt out, but this is currently subject
to a preliminary injunction that prevents enforcement.
In addition, some state legislatures have passed laws, or have proposed or are threatening to propose laws, to determine the “true lender”
with respect to certain loans, including laws that implement a “totality of the circumstances” test or “predominant economic interest”
test. There also have been private litigation and government enforcement actions seeking to re-characterize a lending transaction,
claiming that another entity was the de facto lender, or true lender, instead of the named lender. These claims are generally based on
state lending laws or state common law through which a private litigant or government agency could seek to license, regulate or prohibit
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the activities of the entity they consider the de facto lender. Any such litigation or enforcement action with respect to a loan facilitated
through the Sezzle Platform against us or our originating bank partner could subject us or them to claims for damages, disgorgement,
or other penalties.
Any of the foregoing changes in law or interpretation or enforcement of existing laws could impair our relationship with our originating
bank partner and could adversely impact our business, results of operations and financial operation.
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.
Certain states have adopted laws regulating and requiring licensing, registration, notice filing, or other approval by parties that engage
in certain activity regarding consumer finance transactions. Furthermore, certain states and localities have also adopted laws requiring
licensing, registration, notice filing, or other approval for consumer debt collection or servicing, and/or purchasing or selling consumer
loans. We have obtained lending licenses or made applicable notice filings in certain states, and may in the future pursue obtaining
additional licenses or making additional notice filings. The loans we may originate or service on the Sezzle Platform pursuant to these
state licenses are subject to state licensing and interest rate restrictions, as well as numerous state requirements regarding consumer
protection, interest rate, disclosure, prohibitions on certain activities, and loan term lengths. We cannot assure you that we will be
successful in obtaining state licenses in other states or that we have not yet been required to apply for.
The application of certain consumer financial licensing laws to our platform and business is unclear. In addition, licensing
requirements may evolve over time. If we were found to be in violation of applicable licensing requirements by a court or a state,
federal, or local enforcement agency, or agree to resolve such concerns by voluntary agreement, we could be subject to revocation or
suspension of such license or agree to pay fines, damages, injunctive relief (including required modification or discontinuation of our
business in certain areas), criminal penalties, and other penalties or consequences, and the loans facilitated through our platform could
be rendered void or unenforceable in whole or in part, any of which could have an adverse effect on the enforceability or collectability
of the loans facilitated through our platform.
Litigation, regulatory actions, and compliance issues could subject us to fines, penalties, judgments, remediation costs, and
requirements resulting in increased expenses.
In the ordinary course of business, we have been, are, or may be named as a defendant in various legal actions, including arbitrations
and other litigation. From time to time, we may also be involved in, or the subject of, reviews, requests for information, investigations,
and proceedings (both formal and informal) by state and federal governmental agencies, including banking regulators, the FTC,
and the CFPB, regarding our business activities and our qualifications to conduct our business in certain jurisdictions, which could
subject us to fines, penalties, obligations to change our business practices, and other requirements resulting in increased expenses and
diminished earnings. Our involvement in any such matter also could cause harm to our reputation and divert management attention
from the operation of our business, even if the matters are ultimately determined in our favor. Moreover, any settlement, or any
consent order or adverse judgment, in connection with any formal or informal proceeding or investigation by a government agency,
may prompt litigation or additional investigations or proceedings as other litigants or other government agencies begin independent
reviews of the same or similar activities.
In addition, a number of participants in the consumer finance industry have been and are the subject of putative class action lawsuits;
state attorney general actions and other state regulatory actions; federal regulatory enforcement actions, including actions relating to
alleged UDAAP; violations of state licensing and lending laws, including state interest rate limits; actions alleging discrimination on
the basis of race, ethnicity, gender, or other prohibited bases; and allegations of noncompliance with various state and federal laws
and regulations relating to originating and servicing consumer finance loans. BNPL competitors in the BNPL space are subject to
ongoing class action litigation, including allegations of unfair business and deceptive practices, and we may become subject to similar
types of litigation in the future. The current regulatory environment, increased regulatory compliance efforts, and enhanced regulatory
enforcement have resulted in significant operational and compliance costs and may prevent us from providing certain products and
services. There is no assurance that these regulatory matters or other factors will not, in the future, affect how we conduct our business
and, in turn, have a material adverse effect on our business. In particular, legal proceedings brought under state consumer protection
statutes or under federal consumer financial services statutes subject to the jurisdiction of the CFPB and FTC may result in a separate
fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages in excess of the
amounts we earned from the underlying activities.
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Stringent and changing 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.
We are subject to a variety of laws, rules, directives, and regulations, as well as contractual obligations, relating to the processing of
personal information, including personally identifiable information. The legal and regulatory environment relating to privacy and
data protection laws continues to develop and evolve in ways we cannot predict, including with respect to technologies such as cloud
computing, artificial intelligence, and machine learning. Any failure or alleged failure by us to comply with our privacy policies
as communicated to customers or with privacy and data protection laws could result in proceedings or actions against us by data
protection authorities, other government agencies, or others, which could subject us to significant fines, penalties, judgments, and
negative publicity, require us to change our business practices, increase the costs and complexity of compliance, result in reputational
harm, and materially harm our business. Compliance with inconsistent privacy and data protection laws may also restrict or limit
our ability to provide products and services to our customers, or alternatively increase our costs in ways that could materially and
adversely affect our financial position.
We also use artificial intelligence and machine learning (“AI/ML”), including for fraud detection and credit risk analysis. If the AI/
ML models are incorrectly designed, the data we use to train them is incomplete, inadequate, or biased in some way, or we do not have
sufficient rights to use the data on which our AI/ML models rely, the performance of our products, services, and business, as well as
our reputation, could suffer or we could incur liability through the violation of laws, third-party privacy, or other rights, or contracts
to which we are a party. In addition, future privacy and data protection laws, rules, directives, and regulations may complicate or limit
efforts to use data in connection with AI/ML.
We publicly post policies and documentation regarding our practices concerning the processing of personal information. This
publication of our privacy policy and other documentation that provide information about our privacy and security practices is
required by applicable law and can subject us to proceedings and actions brought by data protection authorities, government entities,
or others (including, potentially, in class action proceedings brought by individuals) if our policies are alleged to be deceptive,
unfair, or misrepresentative of our actual practices. Although we endeavor to comply with our published policies and documentation
consistent with applicable law, we may at times fail to do so or be alleged to have failed to do so.
Furthermore, many jurisdictions in which we operate (and have operated in the past) globally have enacted, or are in the process of
enacting, data privacy legislation or regulations aimed at creating and enhancing individual privacy rights. Numerous U.S. states have
enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use, and retention
of their residents’ personal information, including the California Consumer Privacy Act, California Privacy Rights Act, Minnesota
Consumer Data Privacy Act, Virginia Consumer Data Protection Act, Colorado Privacy Act, Utah Consumer Privacy Act, Texas Data
Privacy and Security Act, Delaware Personal Data Privacy Act, Montana Consumer Data Privacy Act, Iowa Consumer Data Protection
Act, Nebraska Data Privacy Act, New Jersey Privacy Act, New Hampshire Expectation of Privacy Act, and Connecticut Data Privacy
Act. Internationally, we are currently or have in the past been subject to the Canadian Personal Information Protection and Electronic
Documents Act (“PIPEDA”) in Canada. The continued proliferation of privacy laws in the jurisdictions in which we operate is
likely to result in a disparate array of privacy rules with unaligned or conflicting provisions, accountability requirements, individual
rights, and national or local enforcement powers, which could lead to increased regulatory scrutiny and business costs, or unintended
consumer confusion. It may also increase our potential liability and may inhibit our operations to the extent that such requirements do
not allow international transfers of personal information or otherwise restrict our processing of personal information or the availability
of personal information to us.
Our failure, or the failure of any third party with whom we conduct business, to comply with privacy and data protection laws could
result in potentially significant regulatory investigations and government actions, litigation, fines, or sanctions, consumer, funding
source, bank partner, or merchant actions, and damage to our reputation and brand, all of which could have a material adverse effect
on our business. Complying with privacy and data protection laws and regulations may cause us to incur substantial operational costs
or require us to change our business or privacy and security practices. We may not be successful in our efforts to achieve compliance
either due to internal or external factors, such as resource allocation limitations or a lack of cooperation from third parties. We have
in the past, and may in the future, receive complaints or notifications from third parties, including individuals, alleging that we have
violated applicable privacy and data protection laws and regulations.
Non-compliance could result in proceedings against us by governmental entities, consumers, data subjects, or others. We may also
experience difficulty retaining or obtaining new consumers in these jurisdictions due to the legal requirements, compliance cost,
potential risk exposure, and uncertainty for these entities, and we may experience significantly increased liability with respect to these
consumers pursuant to the terms set forth in our agreements with them.
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Any claims regarding our inability to adequately address privacy and data protection concerns, even if unfounded, or to comply with
applicable privacy and data protection laws, regulations, contractual requirements, and policies, could result in additional cost and
liability to us, damage our reputation, and adversely affect our business. Privacy and data protection concerns, whether valid or not,
may inhibit market adoption of our products and services, particularly in certain industries and jurisdictions. If we are not able to
quickly adjust to changing laws, regulations, and standards related to the internet, our business may be harmed.
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.
We have never declared nor paid dividends on our common stock and currently have no intention to pay cash dividends on our
common stock in the near term. The payment of dividends on our common stock will be at the discretion of our board directors and
will depend on our financial condition, operating results, current and anticipated cash needs, the requirements of our current or then-
existing debt instruments, and other factors our board of directors deems relevant. As a result, the success of an investment in our
common stock will depend entirely upon future appreciation in its value. There is no guarantee that our common stock will maintain
its value or appreciate in value.
The trading price of our common stock has been, and may continue to be, volatile.
The trading price of our common stock has experienced substantial volatility and may continue to be volatile. The closing price of our
common stock between February 27, 2024 and February 26, 2025 has ranged from a low of $43.85 and a high of $464.00. Various
factors have impacted, and may continue to impact, the trading price of our common stock, including but not limited to, the following:
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trading volume or the size of our public float of our common stock;
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previous and future strategic actions and manipulations of the market for our securities by short sellers;
•
failure by industry or securities analysts to maintain coverage of us, downgrade of our common stock by analysts or
provision of a more favorable recommendation of our competitors;
•
failure by analysts to regularly publish research reports or the publication of an unfavorable or inaccurate report about our
business;
•
changes by external analysts to their financial and operating estimates for our company or our performance relative to third
parties' estimates or the expectations;
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forward-looking financial or operating information or financial projections we may provide to the public and any changes in
that information or projections or our failure to meet projections;
•
the public’s perception of the quality and accuracy of our key operating metrics;
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the public’s reaction to our press releases, other public announcements and filings with the SEC;
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sales, or anticipated sales, of shares of our common stock by us or our stockholders, including our directors and officers;
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changes in accounting standards, policies, guidelines, interpretations or principles;
•
adverse resolution of new or pending litigation, claims, or investigations against us;
•
announcements by us or our competitors of new products, features, services, technical innovations;
•
rumors and market speculation involving us or other companies in our industry; and
•
existing, new and evolving regulations in the United States.
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.
During the year ended December 31, 2024, we repurchased approximately $20 million of our common stock in the open market and
may repurchase more common stock in the foreseeable future. Stock repurchases could affect the price of our stock and increase
volatility in the market. We cannot guarantee that these repurchases will continue or, if we do repurchase additional common stock, if
such program 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.
Our Chief Executive Officer and Chairman, Charles Youakim is are largest stockholder. As reported in Amendment No. 1 to Mr.
Youakim’s Schedule 13D filed with the SEC on February 11, 2025, Mr. Youakim holds approximately 44.2% of all shares of
our common stock outstanding and can exert significant influence over us, including in relation to the election of directors, the
appointment of new management and the potential outcome of matters submitted to the vote of stockholders. As a result, other
stockholders have minimal control and influence over any matters submitted to our stockholders. There is a risk that the interests of
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our largest stockholder may be different from those of other stockholders. This concentrated control could delay, defer, or prevent
a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or
conversely this concentrated control could also discourage certain potential investors from acquiring our common stock and might
harm the trading price of our stock. In addition, our officers and directors the ability to control the management and major strategic
investments of our Company as a result of their positions within the Company as our and their ability to control the election or
replacement of directors.
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.
Consistent with our securities trading policy, certain of our directors and officers have in the past, and may continue in the future,
to sell certain shares of our common stock in compliance with the terms of our securities trading policy. These sales may occur in
accordance with the terms of the plan of distribution included in our Registration Statement on Form S-3 (File No. 333-270755)
filed with the SEC on July 10, 2024, or in lieu thereof, within the restrictions imposed by Rule 144 under the Securities Act. Sales by
insiders could cause our share price to decrease as a result of such sales, and if a large number of shares are sold, could 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.
Upon the approval of our Audit & Risk Committee, our directors and officers may pledge shares of common stock as collateral for
personal loans or investments in favor of third parties. Depending on the status of the various loan obligations for which the stock
would ultimately serve as collateral and the trading price of our common stock, our directors and/or officers, and their affiliates, may
experience foreclosure that could result in the sale of the pledged stock, in the open market or otherwise. Sales by these pledgees may
not be subject to the volume limitations of Rule 144 of the Securities Act. Even in the absence of shares being sold, the act of pledging
shares and the risk of sales of shares may create a misalignment of interests between insider pledgors and the Company’s shareholders,
as the insider may be incentivized to take actions that limit his or her exposure to such sales. Either scenario could potentially subject
the Company and its insiders to shareholder lawsuits, particularly in an environment of declining share prices. As of the date of this
Form 10-K, the only officer or director that has pledged shares of common stock is our Chief Executive Officer and Chairman, Charles
Youakim.
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.
As reported in Amendment No. 1 to Mr. Youakim’s Schedule 13D filed with the SEC on February 11, 2025, Mr. Youakim reported
beneficial ownership of over 2,483,231 shares of our common stock, representing approximately 44.2% beneficial ownership.
These shares are eligible for resale into the public market in accordance with the terms of the plan of distribution including in our
Registration Statement on Form S-3 (File No. 333-270755) filed with the SEC on July 10, 2024, or in lieu thereof, with the restrictions
imposed by Rule 144 under the Securities Act. A large percentage of Mr. Youakim’s common stock in our company is subject to a
pledge agreement between himself and Oppenheimer & Co., Inc. (“Oppenheimer”), an institutional lender. Upon the occurrence
of certain events that are customary for these types of loans, including satisfaction of minimum margin maintenance requirements
in accordance with Oppenheimer’s internal policy or the rules of any organization or agency to which Oppenheimer is subject,
Oppenheimer may exercise its rights to require Mr. Youakim to repay the loan proceeds or post additional collateral, and Oppenheimer
may exercise its rights to foreclose on, and dispose of, the pledged shares, in each case, in accordance with the agreements by and
between Oppenheimer and Mr. Youakim. A foreclosure on, or disposal of, the pledged shares may result in negative publicity, and
have an adverse impact to our stock price.
41
We are an “emerging growth company,” and the reduced U.S. public company reporting requirements applicable to emerging
growth companies may make shares of our common stock less attractive to investors.
We qualify as an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company,
we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies
that are not emerging growth companies. These provisions include, but are not limited to: being permitted to have only two years of
audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of
operations disclosure; an exemption from compliance with the auditor attestation requirement in the assessment of our internal control
over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; not being required to comply with any requirement
that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing
additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation
arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation, obtaining stockholder approval of any golden parachute payments not
previously approved by stockholders, and providing pay versus performance disclosures. In addition, the JOBS Act permits emerging
growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable
to public companies. We intend to take advantage of the exemptions discussed above. As a result, the information we provide will
be different than the information that is available with respect to other public companies. This Form 10-K does not include all of the
executive compensation-related information that would be required if we were not an emerging growth company. We cannot predict
whether investors will find shares of our common stock less attractive if we rely on these exemptions. If some investors find shares of
our common stock less attractive as a result, there may be a less active trading market for shares of our common stock, and the market
price of shares of our common stock may be more volatile.
We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year following the fifth anniversary
of the date of our first sale of shares of our common stock pursuant to an effective registration statement under the Securities Act,
(ii) the first fiscal year after our annual gross revenues exceed $1.07 billion, (iii) the date on which we have, during the immediately
preceding three-year period, issued more than $1.00 billion in non-convertible debt securities or (iv) the end of any fiscal year in
which the market value of shares of our common stock held by non-affiliates exceeds $700 million as of the end of the second quarter
of that fiscal year. Once we are no longer eligible for emerging growth company status, we will be subject to increased costs related to
expanded disclosure requirements.
We will incur significant costs and are subject to additional regulations and requirements as a public company in the United States,
including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the
listing standards of Nasdaq Capital Market (“Nasdaq”).
As a U.S. public company, we will incur significant legal, accounting and other expenses that are not incurred by private companies,
including costs associated with U.S. public company reporting requirements under the Exchange Act. Compliance with these
requirements will place a strain on our management, systems and resources. The Exchange Act requires us to file annual, quarterly and
current reports with respect to our business and financial condition within specified time periods and to prepare a proxy statement with
respect to our annual meeting of stockholders. We also have incurred and will continue to incur costs associated with the Sarbanes-
Oxley Act and rules implemented by the SEC and Nasdaq. The Sarbanes-Oxley Act requires that we maintain effective disclosure
controls and procedures, and internal controls over financial reporting. Nasdaq requires that we comply with various corporate
governance requirements. The expenses generally incurred by U.S. public companies for reporting and corporate governance purposes
have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some
activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.
These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director
and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to
obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified
persons to serve on our board of directors, on our board committees or as our executive officers. Advocacy efforts by stockholders and
third parties may also prompt even more changes in governance and reporting requirements. Furthermore, if we are unable to satisfy
our obligations as a listed company, we could be subject to delisting of our common stock on Nasdaq, as well as fines, sanctions and
other regulatory action and civil litigation.
42
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.
Our common stock is listed for trading on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq
requires its listed companies to abide by certain rules to maintain its listing, including corporate governance rules. Although we
intend to satisfy such rules, there is no assurance that we will be able to do so. In the event our common stock is delisted from The
Nasdaq Capital Market and we are also unable to maintain listing on another alternate exchange, trading in our common stock could
thereafter be conducted in FINRA’s OTC Bulletin Board or in the over-the-counter markets in the so-called pink sheets. In such event,
the liquidity of our common stock would likely be impaired, not only in the number of shares which could be bought and sold, but
also through delays in the timing of the transactions, and there would likely be a reduction in our coverage by security analysts and the
news media, thereby resulting in lower prices for our common stock than might otherwise prevail.
If we discover a material weakness in our internal control over financial reporting that we are unable to remedy 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.
We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require
management to certify financial and other information in our quarterly and annual reports and provide an annual management report
on the effectiveness of internal controls over financial reporting. As an emerging growth company, our independent registered public
accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant
to Section 404(b) until the later of (i) the year following our first annual report required to be filed with the SEC or (ii) the date we
are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that
is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Accordingly,
our independent registered public accounting firm is not formally attesting to the effectiveness of our internal control over financial
reporting, or conducting the evaluations necessary to make such attestation.
We have undertaken various actions to implement numerous internal controls and procedures, and have hired additional accounting,
internal audit staff, and consultants. Testing and maintaining internal controls can divert our management’s attention from other
matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting,
we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us
for compliance with the requirements of Section 404.
To comply with Section 404 on an ongoing basis, we expect to incur substantial cost, expend significant management time on
compliance-related issues and hire and retain accounting, financial, and internal audit staff with appropriate public company
experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404
in a timely manner, if we or our independent registered public accounting firm identify deficiencies in our disclosure controls
and procedures, or deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, or if
our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control
over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and
completeness of our financial reports and the market price of our common stock could be negatively affected. We could also become
subject to investigations by the SEC and other regulatory authorities, which could require additional financial and management
resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face
restricted access to capital markets.
43
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.
Provisions in our Fifth Amended and Restated Certificate of Incorporation (the “Charter”) and our Third Amended and Restated
Bylaws (“Bylaws”) could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so
would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares.
These provisions include:
•
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before
an annual meeting of stockholders;
•
only our chairman of the board of directors, our chief executive officer, our president, or a majority of the board of directors
are authorized to call a special meeting of stockholders;
•
no provision in our Charter or Bylaws provides for cumulative voting, which limits the ability of minority stockholders to
elect director candidates;
•
our Charter authorizes undesignated preferred stock, the terms of which may be established and shares of which may be
issued, without the approval of the holders of our capital stock; and
•
certain litigation against us can only be brought in Delaware.
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These
provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your
choosing and cause us to take corporate actions other than those you desire.
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.
Our Charter provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our
stockholders by any of our directors, officers, employees or stockholders, (iii) any action asserting a claim against us arising under the
Delaware General Corporation Law (“DGCL”), our Charter or our Bylaws, (iv) any action to interpret, apply, enforce, or determine
the validity of our Charter or our Bylaws, (v) any action governed by the internal affairs doctrine; provided that, the exclusive forum
provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or to any claim for which the
federal courts have exclusive jurisdiction. Our Charter also provides that, unless we consent in writing to the selection of an alternative
forum, the U.S. federal district courts shall be the exclusive forum for the resolution of any claims arising under the Securities Act.
Under the Securities Act, federal and state courts have concurrent jurisdiction over all suits brought to enforce any duty or liability
created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in
connection with claims arising under the Securities Act. By becoming a stockholder in our company, you will be deemed to have
notice of and have consented to the provisions of our Charter related to choice of forum. The choice of forum provisions in our
Charter may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or may make such lawsuits more
costly for stockholders. Additionally, the enforceability of choice of forum provisions in other companies’ governing documents has
been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could
find the choice of forum provisions contained in our Charter to be inapplicable or unenforceable in such action. If so, we may incur
additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and
financial condition.
44
Risks Related to Our Existence as a Public Benefit Corporation and a Certified B 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, we are required to produce a public benefit and to operate in a responsible and sustainable manner,
balancing our stockholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the public benefits
identified by our Charter. There is no assurance that we will achieve our public benefit purpose or that the expected positive impact
from being a public benefit corporation will be realized, which could have a material adverse effect on our reputation, our business,
results of operations, and financial condition.
As a public benefit corporation, we are required to publicly disclose a report at least biennially on our overall public benefit
performance and on our assessment of our success in achieving our specific public benefit purpose. If we are not timely or are unable
to provide such reports, or if these reports are not viewed favorably by our investors, parties doing business with us or regulators or
others reviewing our credentials, our reputation and status as a public benefit corporation may be harmed.
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.
Unlike traditional corporations, in which directors have a fiduciary duty to focus exclusively on maximizing stockholder value, our
directors have a fiduciary duty to consider not only the stockholders’ interests, but also our specific public benefit and the interests
of other stakeholders affected by our actions. Therefore, we may take actions that we believe will be in the best interests of those
stakeholders materially affected by our specific benefit purpose, even if those actions do not maximize our financial results, and we
may be restricted from pursuing certain growth opportunities to the extent not consistent with our public benefit corporation (or B
Corporation) status. While we intend for this public benefit designation and obligation to provide an overall net benefit to us and
our customers, it could instead cause us to make decisions and take actions without seeking to maximize the income generated from
our business, and hence available for distribution to our stockholders. Our pursuit of longer-term or non-pecuniary benefits may
not materialize within the timeframe we expect, or at all, yet may have an immediate negative effect on any amounts available for
distribution to our stockholders. Accordingly, being a public benefit corporation and complying with our related obligations could have
a material adverse effect on our business, results of operations and financial condition. To the extent the market ties our stock price to
the results of our business, operations and financial results, such material adverse effects would likely cause our stock price to decline.
As a public benefit corporation, we may be less attractive as a takeover target than a traditional company because our directors have
a fiduciary duty to consider not only the stockholders’ financial interests, but also our specific public benefit and the interests of
other stakeholders affected by our actions and, therefore, our stockholders’ ability to realize a return on their investments through
an acquisition may be limited. Additionally, public benefit corporations may also not be attractive targets for activists or hedge fund
investors because new directors would still have to consider and give appropriate weight to the public benefit along with stockholder
value, and stockholders committed to the public benefit can enforce this through derivative suits. Further, by requiring that board of
directors of public benefit corporations consider additional constituencies other than maximizing shareholder value, Delaware public
benefit corporation law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the
greatest short-term financial return to investors.
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.
While directors of traditional corporations are required to make decisions they believe to be in the best interests of their stockholders,
directors of a public benefit corporation have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s
specific public benefit and the interests of other stakeholders affected by the company’s actions. Under Delaware law, directors are
shielded from liability for breach of these obligations if they make informed and disinterested decisions that serve a rational purpose.
Thus, unlike traditional corporations which must focus exclusively on stockholder value, our directors are not merely permitted, but
obligated, to consider our specific public benefit and the interests of other stakeholders. In the event of a conflict between the interests
of our stockholders and the interests of our specific public benefit or our other stakeholders, our directors must only make informed
and disinterested decisions that serve a rational purpose; thus, there is no guarantee such a conflict would be resolved in favor of our
stockholders, which could have a material adverse effect on our business, results of operations and financial condition, which in turn
could cause our stock price to decline.
45
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.
Stockholders of a Delaware public benefit corporation (if they, individually or collectively, own at least two percent of a company’s
outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or
shares with a market value of at least $2 million as of the date the action is filed) are entitled to file a derivative lawsuit claiming the
directors failed to balance stockholder and public benefit interests. This potential liability does not exist for traditional corporations.
Therefore, we may be subject to the possibility of increased derivative litigation, which would require the attention our management,
and, as a result, may adversely impact our management’s ability to effectively execute our strategy. Additionally, any such derivative
litigation may be costly, which may have an adverse impact on our financial condition and results of operations.
If we lose our certification as a B Corporation or our publicly reported B Corporation score declines, our reputation could be
harmed and our business could be adversely affected.
Certified B Corporation status is a certification by a third party, B Lab, which requires us to consider the impact of our decisions on
our workers, customers, supplier, community and the environment. We believe that certified B Corporation status has allowed us to
build credibility and trust among our customers. We must satisfy the re-certification requirements when applying for B Certification
renewal every three years. We are currently under audit to re-certify as a B Corporation or elect to forego recertification. Any change
in our status could create the perception that we are more focused on financial performance and no longer committed to the values
shared by certified B Corporations. Further, once certified, we must publish our assessment score on our website. Our reputation
could be harmed if our publicly reported B Corporation score declines and there is a perception that we are no longer committed to
the certified B Corporation standards. Similarly, our reputation could be harmed if we take actions that are perceived to be misaligned
with B Lab’s values.
46
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
We have integrated cybersecurity risk management into our overall risk management framework and include cybersecurity in our risk
management processes and procedures and in our decision-making about and evaluation of such processes and procedures.
As part of our cybersecurity risk management, we regularly assess risks from cybersecurity and technology vulnerabilities and
monitor our information systems for potential threats. We use a widely-adopted risk quantification model to identify, measure and
prioritize cybersecurity and technology risks and develop related security controls and safeguards. In light of the industry in which we
operate and our processing of sensitive information, we engage external auditors to annually assess our internal controls governing
our services and data, to conduct a payment card industry data security standard review of our security controls protecting payment
information, and to perform third-party penetration testing of our payment information and related systems. In addition, we engage
third-party service providers to monitor our information storage and systems and to conduct evaluations of our security controls,
including independent audits. The results of these independent audits are reported to our management who then report to the Audit and
Risk Committee.
Broad oversight of our overall risk assessment, where we assess key risks including security and technology risks and cybersecurity
threats, is maintained by our full Board. Our Board delegates to the Audit and Risk Committee oversight of our programs, policies,
and procedures related to cybersecurity, information asset security, network security, and data privacy and protection. The Audit and
Risk Committee reports on such matters to the full Board as needed. The Audit and Risk Committee also receives regular reports
about our cybersecurity program from the Response Team described below.
We have implemented incident response and breach management processes which have overarching and interconnected stages,
including (i) preparation for a cybersecurity incident, (ii) detection and analysis of an incident, (iii) containment, eradication, and
recovery, and (iv) post-incident analysis. An internal committee of senior management (the “Response Team”) is responsible for
overseeing our incident response and breach management processes. The Response Team is tasked with reporting to the Audit and
Risk Committee incidents and other cybersecurity matters deemed important or to have a business impact, even if immaterial to
the Company as a whole. The Response Team, as necessary and appropriate, is briefed by our information security and engineering
teams with respect to risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of
importance.
Cybersecurity Governance
Our cybersecurity risk management and strategy processes are overseen by the Response Team, including our Chief Operating Officer
(“COO”). The individuals on the Response Team and our COO have prior work experience in various roles involving information
technology, including security, auditing, compliance, systems and programming. These individuals are informed by our information
security and engineering teams about, and monitor, the prevention, mitigation, detection and remediation of cybersecurity incidents
through their management of, and participation in, the cybersecurity risk management and strategy processes described above,
including the operation of our incident response and breach management processes. The Response Team and COO report to the Audit
and Risk Committee on any appropriate items. The Board retains broad oversight of all risk management of the Company.
Third Party Risk Management
Because we are aware of the risks associated with third-party service providers, we have implemented controls designed to identify
and mitigate cybersecurity threats associated with our use of third-party service providers. Such third-party service providers are
subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of any heightened risk profile.
We use a variety of inputs in such risk assessments, including information supplied by providers and certifications by third parties. In
addition, we require our providers to meet appropriate security requirements, controls and responsibilities and we investigate security
incidents that impact our third-party providers, as appropriate.
47
Risks from Cybersecurity Threats
As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are
reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.
However, we cannot provide assurance that we will not experience any such event in the future. For more information about the
cybersecurity risks we face in connection with our business, see the risk factor entitled “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” in Item 1A of this Form 10-K, “Risk Factors.”
ITEM 2. PROPERTIES
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 3. LEGAL PROCEEDINGS
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. 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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
48
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information for Shares of Common Stock
Our common stock is listed on the Nasdaq Capital Market under the symbol “SEZL.”
Holders of Record
As of February 25, 2025, there were 6,268 stockholders of record of our common stock.
Dividend Policy
We have never declared or paid any cash dividends. The payment of dividends on our common stock will be at the discretion of our
Board of Directors and will depend on our financial condition, operating results, current and anticipated cash needs, the requirements
of our current or then-existing debt instruments and other factors our Board of Directors deems relevant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Throughout the three months ended December 31, 2024, we withheld shares of common stock from employees to cover minimum
statutory withholding tax obligations owed for vested restricted stock units issued under our equity incentive plans. The table below
presents information with respect to such common stock purchases made by us during the three months ended December 31, 2024, as
follows:
Issuer Purchases of Equity Securities
Period
Total
Number
of Shares
Purchased(1)
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
Maximum Number (or
Approximate Dollar
Value) of Shares that May
Yet Be Purchased Under
Publicly Announced Plans
or Programs
October 1, 2024 through October 31, 2024
6,231
$
169.87
—
$
—
November 1, 2024 through November 30, 2024
565
391.98
—
—
December 1, 2024 through December 31, 2024
543
318.42
—
—
Total
7,339
$
197.96
—
$
—
(1)
All shares were surrendered to satisfy minimum statutory tax obligations under our equity incentive plans.
Recent Sales of Unregistered Securities
None.
49
ITEM 6. [RESERVED]
50
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our
consolidated financial statements and related notes appearing elsewhere in this Form 10-K. This discussion and analysis may contain
forward-looking statements that involve risks, uncertainties and assumptions. You should review the “Forward-Looking Statements”,
“Factors Affecting Results from Operations”, and “Risk Factors” sections of this Form 10-K for a discussion of important factors
that could cause actual results to differ materially from the results described in or implied by the forward-looking statements described
in the following discussion and analysis.
Overview
We are a purpose-driven payments company on a mission to financially empower the next generation. Launched in 2017, we have
built a digital payments platform that provides consumers a flexible alternative to traditional credit. Through our products, we aim to
enable consumers to take control of their spending, use credit responsibly, and gain access to financial freedom. Our vision is to create
a digital ecosystem benefiting all of our stakeholders—including merchants, consumers, employees, communities, and investors—
while continuing to drive ethical and sustainable growth.
The Sezzle Platform offers a payments solution for consumers that instantly extends credit at the point-of-sale, allowing consumers to
purchase and receive merchandise at the time of sale while paying in installments over time. Consumers pay a portion of the purchase
price at the point of sale as a down payment, and then pay off the remaining amount over time through scheduled payments. We also
offer the ability to “pay-in-full” using the Sezzle Platform.
Our product is generally free to consumers who make successful, on-time payments and use a bank account or non-electronic payment
method to make their scheduled payments, unless they choose to pay for one of our two subscription products, elect to use Sezzle On-
Demand, or enter into an interest-bearing loan with our third-party partner. We make most of our revenue from merchants, partners,
and through our two paid versions of the core Sezzle experience: Sezzle Premium and Sezzle Anywhere. Sezzle Premium is a paid
subscription service for consumers to access large, non-integrated premium merchants for a recurring fee. Sezzle Anywhere is a
paid subscription service that allows consumers to use their Sezzle Virtual Card at any merchant online or in-store, subject to certain
merchant, product, goods, and service restrictions, for a recurring fee. Additionally, through collaboration with a third-party partner we
enable our consumers access to interest-bearing monthly fixed-rate installment-loan products at participating merchants for larger-
ticket items (up to $15,000), which extend up to 48 months.
We primarily operate in the United States and Canada, and are currently winding down and exiting operations in India and certain
countries in Europe.
51
Factors Affecting Results of Operations
The following key factors have affected our financial performance and are expected to impact our performance going forward.
Sustainable Business Model
Our ability to profitably scale our business long-term is reliant on creating a transparent and sustainable ecosystem of products
and services that add value for all of our stakeholders, including our consumers and merchants. Our product is generally free for
consumers who pay on time and use a bank account to make their installment payments, excluding their first payment, unless they
choose to pay for one of our two optional subscription products, elect to use Sezzle On-Demand, or enter into an interest-bearing loan
with our long-term lending partners. Subscription revenue comprised approximately 30% and 19% of our total revenue for the years
ended December 31, 2024 and 2023, respectively.
We earn fees from our merchants predominately based on a percentage of the GMV value plus a fixed fee per transaction, collectively
called a “merchant processing fee.” We generally pay our merchants the full transaction value upfront, net of the merchant processing
fee owed to us, and assume all costs associated with consumer payment processing, fraud, and payment default. We also earn income
from partners, including interchange fees through our virtual card solution, promotional incentives with third parties, and marketing
revenue earned from affiliates. Merchant and partner income comprised approximately 37% and 62% of our total revenue for the years
ended December 31, 2024 and 2023, respectively. Our merchants have access to a toolkit we provide that can assist in the growth of
their businesses. This toolkit includes marketing placements, co-branded marketing, exclusive promotions for consumers using Sezzle,
and Sezzle Capital, which facilitates access to small business loans issued by third-party lender.
Acquisition, Monetization, and Retention of Consumers
Our ability to profitably scale our business relies on the acquisition, monetization, and retention of consumers on the Sezzle Platform.
Changes in our consumer base have had, and will continue to have, an impact on our results of operations. The success of our business
depends on a consumer base that actively engages with the Sezzle Platform. It is costly for us to acquire consumers; therefore, we
aim to provide offerings to our consumers that keep them engaged within our ecosystem, such as our in-app product marketplace,
price comparison feature, Payment Streaks, and Sezzle Up. High turnover in our consumer base could result in higher than anticipated
overhead costs. There is a risk that we may lose consumers for a variety of reasons, including consumers shifting to competitors or
other payment options, changes in the general macroeconomic climate, or changes in our underwriting.
Additionally, our results of operations are significantly impacted by our success in monetizing our consumer base who use the
Sezzle Platform. A majority of our revenue is earned through consumers using the Sezzle Platform as a payment method when
making purchases, especially when using the Sezzle Virtual Card, or when consumers choose to enroll in either of our optional, paid
subscription services. There is a risk that we may be unable to successfully monetize consumers who actively engage with the Sezzle
Platform, which could adversely impact our results of operations.
Product Innovation
Our expanding product suite enables us to further promote our mission of financially empowering the next generation, and the
adoption of these products by our consumers is expected to drive operating and financial performance. In 2023, we launched Sezzle
Anywhere, a paid subscription service that allows consumers to use their Sezzle Virtual Card at any merchant online or in-store,
subject to certain merchant, product, goods, and service restrictions, for a recurring fee, and a “pay-in-two” option to certain
consumers who are not qualified for our “pay-in-four” product. In “pay-in-two,” a consumer pays half of the value of their order
up-front and the second half in two weeks. In 2024, we launched Payment Streaks, a new feature designed to reward consumers for
consistent and timely payments. Our free Payment Streaks program enables consumers to ascend through loyalty tiers by consistently
making on-time payments, with each tier providing additional benefits to consumers. In 2024, we also launched Sezzle On-Demand,
which allows consumers who are not subscribed to Sezzle Anywhere to use the Sezzle Platform at any merchant online or in-store
(subject to the same restrictions as Sezzle Anywhere) in exchange for a finance charge, which is added to the consumer’s initial down
payment. We continue to seek out new partners to adopt our existing products and strategize on new products to complement our
platform and core products, which we believe will have an impact on the continued growth of our business.
52
Credit Risk Management
A critical component of our business model is the ability to effectively manage the repayment risk inherent in allowing consumers to
pay over time, as we absorb the costs of all credit losses on the credit we extend to our consumers. The provision for credit losses is
a significant component of our operating expenses, and excessive exposure to consumer repayment failure may impact our results of
operations. To that end, a team of Sezzle engineers and risk specialists oversee our proprietary systems, identify transactions with an
elevated risk of fraud, assess the credit risk of the consumer, assign spending limits, and manage the ultimate receipt of funds. Because
our consumers typically settle 25% of the purchase value upfront at the point of sale, we believe repayment risk is more limited
relative to other traditional forms of unsecured consumer credit.
We believe our systems and processes are currently effective and allow for predominantly accurate, real-time decisions in connection
with the consumer transaction approval process. As the availability of data on consumer repayment behavior grows, we believe we can
better optimize our systems and ability to make real-time consumer repayment capability decisions over time. Optimizing repayment
capacity decisions of our current and future consumer base is a critical component of our operations, and the optimization of our risk
management strategy may influence both our profitability and our provision for credit losses and related charge-offs. We also have a
collection strategy where we utilize third-party collection agencies, in addition to our internal collections process, which further helps
us lower our loss rates and manage credit risk.
Maintaining our Capital-Efficient Strategy
Maintaining our funding strategy and efficient use of capital is important for the ability to grow our business. We have designed a
funding strategy that we believe allows us to scale our business and drive rapid growth. Due to the short-term nature of our products,
we are able to recycle capital quickly and create a multiplier effect on our committed capital. We primarily rely on revolving credit
facilities to fund our receivables over time, and do not currently require additional equity contributions to directly fund product
growth.
General Economic Conditions and Regulatory Climate
Our business depends on consumers transacting with merchants, which is affected by changes in general economic conditions. For
example, the retail sector is affected by macroeconomic conditions such as unemployment, interest rates, consumer confidence,
economic recessions, public health crises, or extended periods of uncertainty or volatility—all of which may influence consumer
spending, and suppliers’ and retailers’ focus and investment in outsourcing solutions. This may subsequently impact our ability to
generate income. Additionally, in weaker economic environments, consumers may have less disposable income to spend, and may be
less likely to purchase products by utilizing our services. This could also cause our credit losses to increase due to consumers’ failure
to repay the loans originated on the Sezzle Platform. Our industry is further impacted by numerous consumer finance and protection
regulations, both domestic and international, and the prospects of new regulations, including the cost to comply with such regulations,
that have an ongoing impact on our results of operations and financial performance.
Seasonality
We experience seasonality as a result of the spending patterns of our consumers. Total revenue and GMV in the fourth quarter have
historically been strongest for us, in line with consumer spending habits during the holiday shopping season. These higher volumes
have typically been accompanied by increased charge-offs when compared to the prior three quarters.
53
Key Operating Metrics
Gross Merchandise Volume
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Gross Merchandise Volume ("GMV")
$
2,540,237
$
1,824,307
$
715,930
39.2 %
GMV is defined as the total value of sales made by merchants based on the purchase price of each confirmed sale where a consumer
has selected the Sezzle Platform as the applicable payment option. GMV does not represent revenue earned by us, is not a component
of our income, nor is included within our financial results prepared in accordance with U.S. GAAP. However, we believe that GMV is
a useful operating metric to both us and our investors in assessing the volume of transactions that take place on the Sezzle Platform,
including our Sezzle Premium and Sezzle Anywhere products, which is an indicator of the utilization and strength of the Sezzle
Platform.
The increase of GMV in the current year was primarily from the expansion of our Sezzle Anywhere subscription product, which
launched in June 2023, as well as changes to consumer underwriting to further promote customer acquisition and profitable top-line
growth.
Active Consumers and Monthly On-Demand Users and Subscribers
As of December 31,
Change
2024
2023
#
%
(in thousands, except percentages)
Active Consumers
2,725
2,601
124
4.8 %
Monthly On-Demand Users and Subscribers
707
307
400
129.9 %
“Active Consumers” is defined as unique consumers who have placed an order with us within the last twelve months. The increase in
Active Consumers was driven by our marketing efforts and changes to our underwriting.
“Monthly On-Demand Users and Subscribers” (or “MODS”) is defined as unique consumers who have placed at least one On-
Demand order during the month ended December 31, 2024, plus consumers with an active subscription for either Sezzle Premium or
Sezzle Anywhere as of the end of the period. The increase was driven by the continued marketing and adoption of our subscription
products, as well as the launch of Sezzle On-Demand.
As of December 31, 2024, we had 0.5 million unique consumers who had an active subscription for either Sezzle Premium or Sezzle
Anywhere (“Active Subscribers”), and 0.2 million unique consumers who placed an On-Demand order during the month ended
December 31, 2024.
54
Components of Results of Operations
Total Revenue
Our total revenue is classified into three categories: transaction income, subscription revenue, and income from other services.
Transaction Income
Transaction income is comprised of all income earned from merchants, consumers, and other third parties that relate to placing and
processing orders on the Sezzle Platform. This includes merchant processing fees, partner income, and consumer fees.
We earn income from fees paid by merchants in exchange for our payment processing services. These merchant processing fees
are applied to the underlying sales of consumers passing through our platform and are predominantly based on a percentage of the
consumer order value plus a fixed fee per transaction. For orders that result in a financing receivable, merchant processing fees
are recognized over the loan’s duration using the effective interest method. For orders that do not result in a financing receivable,
merchant processing fees are recognized at the time the sale is completed.
We also earn income from partners on consumer transactions. This income includes interchange fees through our virtual card solution
and promotional incentives with third parties. Virtual card interchange income related to loans we originate is recognized over the
loan’s duration using the effective interest method. Virtual card interchange income related to loans we purchase and promotional
incentives are recognized as they are earned.
Transaction income also includes income from consumer fees that are related to processing orders and payments. Such fees are
assessed when consumers choose to make an installment payment, excluding the first installment, using a card pursuant to state law;
when a payment method fails when attempting to make an installment payment; or when consumers pay a finance charge to use Sezzle
On-Demand.
Subscription Revenue
We offer our consumers the ability to subscribe to two paid services: Sezzle Premium and Sezzle Anywhere. Sezzle Premium allows
consumers to shop at select large, non-integrated premium merchants, along with other benefits, for a recurring fee. Sezzle Anywhere
allows consumers to use their Sezzle Virtual Card at any merchant online or in-store, subject to certain merchant, product, goods, and
service restrictions, for a recurring fee. Subscription fees are recognized straight-line over the subscription period.
Income from Other Services
Income from other services includes all other incomes earned from merchants, consumers, and other third parties not included in
transaction income or subscription revenue. This includes late payment fees, gateway fees, and marketing revenue earned from
affiliates. Late payment fees are applied to principal installments that are delinquent, subject to regulations within specific state
jurisdictions. Late payment fees are recognized at the time the fee is charged to the consumer to the extent the fee is reasonably
collectible.
Personnel
Personnel primarily comprises all compensation paid to employees, contractor payments, employer-paid payroll taxes and employee
benefits, equity and incentive-based compensation, and other employee-related expenses.
Transaction Expense
Transaction expense primarily comprises processing fees paid to third parties to process debit, credit and ACH payments received
from consumers, merchant affiliate program and partnership fees, and consumer communication costs. We incur merchant affiliate
program and partnership fees when consumers make purchases with merchants who either were referred by another merchant or are
associated with partner platforms with which we have a contractual agreement. We incur consumer communication costs when we
notify the consumer about the transaction status and upcoming payments. Communications are primarily made via text message and
email directly to the consumer.
55
Third-Party Technology and Data
Third-party technology and data primarily includes cloud-based infrastructure, fraud prevention, obtaining underwriting data that
resulted in failed loan applications, and consumer engagement. Underwriting costs incurred that result in successfully originated loans
are an element of transaction income and recognized as a reduction of the overall income and, therefore, are not included in third-party
technology and data.
Marketing, Advertising, and Tradeshows
Marketing, advertising, and tradeshows primarily comprises costs related to marketing, sponsorships, advertising, attending
tradeshows, promotions, and co-marketing the Sezzle brand with our merchants.
General and Administrative
General and administrative expenses are primarily comprised of professional service fees, depreciation and amortization, insurance
premiums, travel, meals, and entertainment costs. Professional service fees include legal, compliance, audit, tax, and consulting
services to support the growth of our company.
Provision for Credit Losses
We maintain an allowance for credit losses at a level necessary to absorb expected credit losses on principal receivables from
consumers. The allowance for credit losses is determined based on our current estimate of expected credit losses over the remaining
contractual term and incorporates evaluations of known and inherent risks in our portfolio, historical credit losses, consumer payment
trends, estimates of recoveries, current economic conditions, and reasonable and supportable forecasts. We regularly assess the
adequacy of our allowance for credit losses and adjust the allowance as necessary to reflect changes in the credit risk of our notes
receivable. Any adjustment to the allowance for credit losses is recognized through the provision for credit losses.
Net Interest Expense
We incur interest expense on a continuous basis as a result of draws on our revolving line of credit to fund consumer notes receivable
as well as our Delayed Settlement Incentive Program, whereby merchants may delay their payments owed by us in exchange for daily
incentive payments. The interest paid on borrowings under our line of credit is based on SOFR. Daily incentives paid to merchants
under the Delayed Settlement Incentive Program are based on a fixed interest rate.
Income Tax (Benefit) Expense
Income tax (benefit) expense consists of income taxes in various jurisdictions, primarily U.S. federal and state income taxes, and
also the other foreign jurisdictions in which we operate. Tax effects of transactions reported in the consolidated financial statements
consist of taxes currently due. Additionally, we record deferred taxes related primarily to differences between the basis of receivables,
property and equipment, equity based compensation, and accrued liabilities for financial and income tax reporting. The deferred tax
assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when
the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Significant judgement is required in determining whether or not our net deferred tax assets are more likely than not to be realized. We
assess the realizability of our deferred tax assets by taking into account all relevant positive and negative evidence at each reporting
date, including our history of taxable income adjusted for permanent book-tax differences, volatility in our earnings, impacts of the
timing and reversal of temporary book-tax differences, and our projected future earnings. Our valuation allowance assessment is based
on our best estimate of future results considering all available, relevant evidence.
Other Comprehensive Loss
Other comprehensive loss is comprised of foreign currency translation adjustments.
56
Results of Operations
Total Revenue
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Transaction income
$
146,776
$
109,739
$
37,037
33.7 %
Subscription revenue
82,222
29,713
52,509
176.7 %
Income from other services
42,130
19,905
22,225
111.7 %
Total revenue
$
271,128
$
159,357
$
111,771
70.1 %
Within transaction income, merchant and partner income totaled $86.5 million and $90.6 million for the years ended December
31, 2024 and 2023, respectively. The decrease in merchant and partner income was a result of higher concentrations of GMV
transacted with our subscription products. In addition, transaction income increased as a result of consumer fees, primarily driven
by higher GMV relative to the prior year, totaling $60.3 million and $19.2 million for the years ended December 31, 2024 and 2023,
respectively.
The increase in subscription revenue was primarily driven by the overall growth in our Active Subscribers.
The increase in income from other services was driven by higher consumer fee income and increased marketing and advertising
revenue. Consumer late payment fees totaled $25.2 million and $9.7 million for the years ended December 31, 2024 and 2023,
respectively. The increase in late payment fees was primarily driven by the standardizing of late payment fees and a higher number of
orders becoming past due.
Personnel
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Personnel
$
51,765
$
46,374
$
5,391
11.6 %
Recorded within personnel, equity based compensation totaled $5.2 million and $6.9 million for the years ended December 31, 2024
and 2023, respectively. The increase in personnel costs was driven by increased headcount and accrued bonuses in the current year,
offset against lower equity based compensation when compared to the prior year.
57
Transaction Expense
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Payment processing costs
$
44,872
$
31,862
$
13,010
40.8 %
Affiliate and partner fees
5,124
5,148
(24)
(0.5)%
Other transaction expense
1,368
2,198
(830)
(37.8)%
Transaction expense
$
51,364
$
39,208
$
12,156
31.0 %
The increase in payment processing costs was primarily driven by higher GMV during the year ended December 31, 2024 compared
to the year ended December 31, 2023.
Merchant affiliate program and partnership fees are incurred by us when consumers make purchases with merchants who either were
referred by another merchant or are associated with partner platforms with which we have contractual agreements.
Other transaction expense is comprised of consumer communication costs and consumer and merchant support–related costs.
The decrease was a result of fewer consumer and merchant support–related costs during the year ended December 31, 2024 when
compared to the year ended December 31, 2023.
Third-Party Technology and Data
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Third-party technology and data
$
9,595
$
7,816
$
1,779
22.8 %
Third-party technology and data expenses primarily include cloud-based infrastructure, fraud prevention, underwriting data obtained
that resulted in failed loan applications, and consumer engagement. The increase in expense was driven by an increase in utilization
of cloud-based infrastructure and other related costs to support the Sezzle Platform, including higher cumulative GMV as well as our
expanded suite of product offerings, which provide for general increases in third-party technology costs.
Marketing, Advertising, and Tradeshows
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Marketing, advertising, and tradeshows
$
9,740
$
11,984
$
(2,244)
(18.7)%
The decrease in marketing, advertising, and tradeshow costs was primarily from a reduction in contractual obligations to co-market
the Sezzle brand with our enterprise merchants and partners, offset against higher marketing and advertising expenses to promote user
acquisition during the year ended December 31, 2024.
General and Administrative
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
General and administrative
$
11,403
$
8,588
$
2,815
32.8 %
The increase in costs was primarily related to higher professional service fees in connection with the growth of our business.
58
Provision for Credit Losses
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Provision for credit losses
$
55,015
$
23,187
$
31,828
137.3 %
As a percentage of total revenue, the provision for credit losses was 20.3% and 14.6% for the years ended December 31, 2024
and 2023, respectively. The increase in credit losses was a result of higher GMV during the year ended December 31, 2024 when
compared to the year ended December 31, 2023, as well as changes to consumer underwriting to further promote new consumer
acquisition along with profitable top-line growth.
Net Interest Expense
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Net interest expense
$
13,762
$
15,968
$
(2,206)
(13.8)%
The decrease was driven by the lower interest rate on our new line of credit that we entered into on April 19, 2024, offset against
higher outstanding borrowings during the year ended December 31, 2024 when compared to the year ended December 31, 2023.
Income Tax (Benefit) Expense
For the years ended December 31,
Change
2024
2023
$
%
(in thousands, except percentages)
Income tax (benefit) expense
$
(11,205)
$
611
$
(11,816)
Not meaningful
Our effective income tax rate for the years ended December 31, 2024 and 2023 was (16.6%) and 7.9%, respectively. The change was a
result of the release of our valuation allowance during the year ended December 31, 2024.
We assess all relevant positive and negative evidence to determine if our existing deferred tax assets can be realized at each reporting
date. As a result of the positive trends in our net income for the years ended December 31, 2024 and 2023, during the year ended
December 31, 2024 we concluded that it is more likely than not that our U.S. federal and state deferred tax assets are realizable. As
a result, we recorded a tax benefit of $28.2 million to reflect the release of our valuation allowance during the year ended December
31, 2024. As of December 31, 2024 and 2023, we maintained a $3.7 million and $32.5 million valuation allowance against our net
deferred tax assets, respectively. The remaining valuation allowance recorded as of December 31, 2024 is related to foreign deferred
tax assets.
Other Comprehensive Loss
We had ($940,794) and ($3,025) of foreign currency translation adjustments recorded within other comprehensive loss for the years
ended December 31, 2024 and 2023, respectively. Foreign currency translation adjustments are a result of the financial statements of
our non-U.S. subsidiaries being translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. We expect to
record foreign currency translation adjustments in future years and changes will be dependent on fluctuations in foreign currencies of
countries in which we have operations.
59
Liquidity and Capital Resources
For the years ended December 31, 2024 and 2023, our net income was $78.5 million and $7.1 million, respectively. We have
historically financed our operating and capital needs primarily through private sales of equity, our capital raises on the Australian
Securities Exchange (ASX), and our revolving line of credit. As of December 31, 2024, our principal sources of liquidity were cash,
cash equivalents, restricted cash, the unused borrowing capacity on our line of credit, and certain cash flows from operations.
As of December 31, 2024, we had cash and cash equivalents of $73.2 million, compared to $67.6 million as of December 31, 2023.
Our cash and cash equivalents were held primarily for working capital requirements and the continued investment in our business. As
of December 31, 2024 and 2023, we had restricted cash of $25.1 million and $3.1 million, respectively.
As of December 31, 2024 and 2023, we had working capital of $151.9 million and $21.8 million, respectively. As of December 31,
2023, our line of credit was classified as a current liability which impacted our reported working capital by $94.4 million. Working
capital also increased as a result of higher notes receivable, net, driven by higher GMV at the end of the year ended December 31,
2024 compared to the end of the year ended December 31, 2023. Additionally, as of December 31, 2024 and 2023 we had an unused
borrowing capacity on our line of credit of $39.0 million and $3.5 million, respectively.
We believe that our existing cash, cash equivalents, restricted cash, our unused borrowing capacity on our line of credit, and certain
cash flows from operations will be sufficient to meet our working capital and investment requirements beyond the next twelve months.
Factors Affecting Liquidity and Capital Resources
While we believe that our business will be able to generate enough cash flow from operations and that future borrowings will be
available to us in an amount sufficient to enable us to fund our liquidity needs, we cannot provide any assurance. Our ability to meet
these needs depends on current economic conditions and other factors, many of which are beyond our control. Material factors that
could affect our liquidity and capital resources are consumer delinquencies and defaults, declines in consumer purchases, an inability
to access fundraising, macroeconomic conditions, interest rates, and instability of financial institutions. If our capital is insufficient to
satisfy our liquidity requirements, we will need to seek additional equity or debt financing. In an increasing interest rate environment,
our ability to raise equity or incur debt could be limited, our borrowing costs could increase, we could be subject to tighter covenants,
or we could be required to pledge additional collateral as security. If we are unable to raise additional capital or generate the necessary
cash flows, our results of operations and financial condition could be materially and adversely impacted.
Cash Flows
The following table summarizes our cash flows:
For the years ended December 31,
2024
2023
Net Cash Provided from (Used for) Operating Activities
$
40,900,038
$
(25,690,433)
Net Cash Used for Investing Activities
(1,463,963)
(1,365,592)
Net Cash (Used for) Provided from Financing Activities
(10,368,109)
28,215,188
Net increase in cash, cash equivalents, and restricted cash
$
29,067,966
$
1,159,163
60
Operating Activities
Our largest source of operating cash inflow is receipts from consumers, and our largest source of operating cash outflow is payments to
merchants. Other primary uses of cash from operating activities are for personnel, payment processing costs, and interest payments.
During the year ended December 31, 2024, net cash provided from operating activities totaled $40.9 million as a result of cash inflows
of $78.5 million in net income adjusted for $56.9 million of non-cash charges including credit losses, deferred income taxes, equity-
and incentive-based compensation, depreciation, and amortization offset against cash outflows of $94.5 million due to changes in our
operating assets and liabilities.
Our cash outflow from changes in operating assets and liabilities for the year ended December 31, 2024 was driven by a $89.3 million
increase in our notes receivable, which was related to higher transaction volume in the current year and the timing of consumer
repayment, which resulted in decreased cash receipts from consumers. Additionally, we had a $12.7 million increase in our other
receivables, which was related to the timing of settlement with our originating partner to pay our merchants. Offset against these,
we had a $13.1 million increase in our accrued and other liabilities, driven by receiving down payments from consumers prior to
purchasing the related receivable from our origination partner, resulting in increased cash receipts from consumers classified as
liabilities during the current year.
During the year ended December 31, 2024, cash payments for personnel-related expenses totaled $44.6 million, cash payments for
processing costs totaled $44.4 million, and cash interest payments totaled $14.0 million.
During the year ended December 31, 2023, net cash used for operating activities totaled $25.7 million, which was primarily related
to cash outflows of $68.4 million due to changes in our operating assets and liabilities, offset against our $7.1 million net income
adjusted for $35.6 million of non-cash charges such as credit losses, equity- and incentive-based compensation, depreciation, and
amortization. Our cash outflow from changes in our operating assets and liabilities was driven by a $59.4 million increase in our
notes receivable, which was related to higher transaction volume and timing of consumer repayment in the current year and resulted
in decreased cash receipts from consumers during the year ended December 31, 2023. Additionally, we had a $9.1 million decrease
in our merchant accounts payable as a result of the timing of payments to merchants, which resulted in increased cash payments to
merchants during the year ended December 31, 2023. Offset against these, we had a $1.4 million increase in accrued liabilities related
to the timing of payments to vendors and personnel, which resulted in decreased cash payments during the year ended December 31,
2023 to vendors and personnel. During the year ended December 31, 2023, cash payments for personnel-related expenses totaled
$37.2 million, cash payments for processing costs totaled $28.3 million, and cash interest payments totaled $16.4 million.
The change in net cash from operating activities year-over-year was from higher cash receipts from consumers related to our increased
profitability during the year ended December 31, 2024.
Investing Activities
Net cash used for investing activities during the year ended December 31, 2024 was $1.5 million, compared to $1.4 million during the
year ended December 31, 2023. Cash outflows for investing activities were used for purchasing computer equipment and payments of
salaries to employees who create capitalized internal-use software.
Financing Activities
Net cash (used for) provided from financing activities during the years ended December 31, 2024 and 2023 was ($10.4) million and
$28.2 million, respectively.
Financing cash outflows for the year ended December 31, 2024 were primarily from repurchases and the retirement of shares of
common stock made under our stock repurchase plans totaling $20.0 million, repurchases of shares of common stock from employees
to cover minimum statutory tax obligations totaling $3.6 million, and payments of debt issuance costs totaling $1.1 million, offset
against net proceeds from our line of credit totaling $10.0 million and proceeds from stock option exercises totaling $4.4 million.
Financing cash inflows during the year ended December 31, 2023 were primarily from net proceeds from our line of credit totaling
$30.0 million. Cash outflows during the year ended December 31, 2023 were comprised of repurchases of shares of common stock
from employees to cover minimum statutory tax obligations totaling $1.7 million, and payments of debt issuance costs totaling $0.1
million.
61
Line of Credit
Refer to Note 8. Line of Credit on the accompanying Notes to the Consolidated Financial Statements for discussion about our line of
credit.
Loan Commitments
Refer to Note 11. Commitments and Contingencies on the accompanying Notes to the Consolidated Financial Statements for
discussion about our direct obligation to purchase loans from our originating partner.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States. These principles require
us to make certain estimates and judgments that affect the amounts reported in our consolidated financial statements. We base our
estimates on historical experience and on various other assumptions that management believes to be reasonable. Our actual results
may differ materially from our estimates because of certain accounting policies requiring significant judgment. To the extent that there
are material differences between our estimates and actual results, our future consolidated financial statements will be affected.
We evaluate our significant estimates on an ongoing basis, including, but not limited to, estimates related to our allowance for credit
losses, equity based compensation, and income taxes. We believe these estimates have the greatest risk of affecting our consolidated
financial statements; therefore, we consider these to be our critical accounting policies and estimates.
Notes Receivables and Allowance for Credit Losses
We offer consumer installment payment plans on our platform. Consumer installment payment plans are generally interest-free and
consist of four installments, with the first payment made at the time of purchase and subsequent payments due every two weeks
thereafter. We purchase certain receivables related to installment payment plans extended to consumers in the United States by our
originating partner and are responsible for servicing such receivables. All other consumer installment payment plans are originated
by us. Our notes receivable represents amounts due from consumers primarily for outstanding principal on installment payment plans
made on our platform that we have either originated or purchased from our originating partner. Our notes receivable are generally due
within 42 days of origination.
We classify all of our notes receivable as held for investment, as we have the intent and ability to hold these investments for the
foreseeable future or until maturity or payoff. Since our portfolio is comprised of one product segment, point-of-sale unsecured
installment loans, we evaluate our notes receivable as a single, homogenous portfolio and make merchant-specific or other adjustments
as necessary. Our notes receivable are reported at amortized cost, which primarily includes unpaid principal, adjusted for unearned
transaction income, direct loan origination costs, and charge-offs. The amortized cost basis is adjusted for the allowance for credit
losses within notes receivable, net.
Our notes receivable are considered past due when the principal has not been received within one calendar day of when they are due in
accordance with the agreed upon contractual terms. Any amounts delinquent after 90 days are charged off with an offsetting reversal to
the allowance for credit losses through the provision for credit losses on our consolidated statements of operations and comprehensive
income. Charged-off principal payments recovered after 90 days are recognized as a reduction to the allowance for credit losses in the
period the receivable is recovered.
We maintain an allowance for credit losses at a level necessary to absorb expected credit losses, primarily on principal receivables
from consumers. The allowance for credit losses is determined based on our current estimate of expected credit losses over the
remaining contractual term and incorporates evaluations of known and inherent risks in our portfolio, historical credit losses,
consumer payment trends, estimates of recoveries, current economic conditions, and reasonable and supportable forecasts. We
regularly assess the adequacy of our allowance for credit losses and adjust the allowance as necessary to reflect changes in the credit
risk of our notes receivable. Any adjustment to the allowance for credit losses is recognized in net income through the provision for
credit losses on our consolidated statements of operations and comprehensive income. While we believe our allowance for credit
losses is appropriate based on the information available, actual losses could differ from our estimate. See Note 3. Notes Receivable
and Allowance for Credit Losses on the accompanying Notes to the Consolidated Financial Statements for more information about our
notes receivable.
62
Equity Based Compensation
We maintain stock compensation plans that offer incentives in the form of stock options and restricted stock to employees, directors,
and advisors of the Company. Equity based compensation expense reflects the fair value of awards measured at the grant date
and recognized over the relevant vesting period. We estimate the fair value of stock options without a market condition on the
measurement date using the Black-Scholes valuation model. The Black-Scholes valuation model incorporates assumptions about
stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield. For valuing our stock option grants,
significant judgment is required for determining the expected volatility of our shares of common stock and is based on the historical
volatility of our share price. The fair value of restricted stock awards and restricted stock units that vest based on a service condition
is based on the fair market value of our shares of common stock on the date of grant. The expense associated with equity based
compensation is recognized over the requisite service period using the straight-line method. We issue new shares of common stock
upon the exercise of stock options and vesting of restricted stock units and recognize forfeitures of awards as they occur. Refer to Note
13. Equity Based Compensation on the accompanying Notes to the Consolidated Financial Statements for further information about
our equity based compensation plans.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes
currently due plus deferred taxes related primarily to differences between the basis of receivables, nondeductible interest, equity based
compensation, and accrued liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future
tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or
settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized.
We evaluate our tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is
necessary for uncertain tax positions. As of December 31, 2024 and 2023, we have not recorded any liabilities for uncertain tax
positions.
Recent Accounting Pronouncements
Refer to Note 1. Principal Business Activity and Significant Accounting Policies on the accompanying Notes to the Consolidated
Financial Statements for discussion about recent accounting pronouncements.
Off Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured
finance or special purpose entities, that would have been established for the purpose of facilitating off balance sheet arrangements (as
that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not
exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter
into guarantees in the ordinary course of business related to the guarantee of our performance and the performance of our subsidiaries.
63
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item; however, we are exposed to
market risks during our ordinary course of business. Market risk represents the risk of loss that may impact our financial position due
to adverse changes in financial market prices, interest rates, and foreign currency exchange rates. Our primary risk exposure is the
result of fluctuations in interest rates and foreign currency exchange rates. Management establishes policies and programs around our
investing and funding activities in order to mitigate market risks. We continuously monitor risk exposures.
Interest Rate Risk
We are exposed to interest rate risk primarily from our revolving line of credit. As of December 31, 2024 and 2023, we had a revolving
line of credit facility of $150 million and $100 million available to us, respectively. We are obligated to pay interest on borrowing
under our line of credit as well as other customary fees, including an unused commitment fee. Borrowings under our line of credit bear
interest at a floating rate based on the U.S. Federal Reserve’s Secured Overnight Financing Rate (“SOFR”); therefore, we are exposed
to risks related to fluctuations in SOFR to the extent of our outstanding borrowings. As of December 31, 2024 and 2023, we had $105
million and $95 million, respectively, outstanding under our line of credit. For the year ended December 31, 2024, a 100 basis point
hypothetical adverse change in SOFR during the year would have resulted in an additional $0.8 million of interest expense recorded
within net interest expense on our consolidated statements of operations and comprehensive income, based on actual borrowings on
our line of credit during the year.
Interest rates may also adversely impact our consumers’ spending levels and ability to repay outstanding amounts owed to us. Higher
interest rates could lead to larger payment obligations for consumers under other lenders, such as mortgages and credit cards, which
may reduce our consumers’ ability to remain current on their installment plans with us. This may lead to increased delinquencies,
charge-offs, and credit losses on our notes receivable, which would have an adverse effect on our net income.
Foreign Currency Risk
During the ordinary course of business, we enter into certain transactions denominated in the Canadian dollar, which exposes us to
foreign currency exchange rate risk. We have experienced and will continue to experience fluctuations in our net income as a result
of transaction gains or losses related to revaluing monetary assets and liabilities that are denominated in currencies other than the
functional currency of the entities in which they are recorded. We considered historical trends in foreign currency exchange rates and
concluded it was reasonably possible that a 10% change in exchange rates could occur in the near term. If a hypothetical 10% foreign
currency exchange rate change was applied to total monetary assets and liabilities denominated in currencies other than the functional
currency of the entities in which they were recorded at the balance sheet date, it would not have a material impact on our financial
results. At this time, we have not entered into derivatives or other financial instrument transactions in an attempt to hedge our foreign
currency exchange risk due to its immaterial nature. In the future, we may enter into such transactions should our exposure become
more substantial.
We are also subject to foreign currency exchange risk related to translation, as a number of our subsidiaries have functional currencies
other than the U.S. Dollar. Translation from these foreign currencies to the U.S. Dollar is performed for balance sheet accounts using
exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate for the period.
Resulting translation adjustments are reported as a component of accumulated other comprehensive loss on the consolidated balance
sheets. A hypothetical adverse 10% change in all of our subsidiaries’ functional currencies against the U.S. Dollar compared to the
exchange rate during the years ended December 31, 2024 and 2023 would have resulted in an additional foreign currency translation
adjustment of approximately $1.5 million and $1.8 million, respectively.
64
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 23)
65
Consolidated Balance Sheets
66
Consolidated Statements of Operations and Comprehensive Income
67
Consolidated Statements of Stockholders’ Equity
68
Consolidated Statements of Cash Flows
69
Notes to the Consolidated Financial Statements
70
65
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Sezzle Inc. and Subsidiaries:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sezzle Inc. and Subsidiaries (the "Company") as of December
31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash
flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31,
2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Baker Tilly US, LLP
We have served as the Company's auditor since 2019.
Minneapolis, Minnesota
February 27, 2025
66
Consolidated Balance Sheets
As of December 31,
2024
2023
Assets
Current Assets
Cash and cash equivalents
$
73,185,252
$
67,624,212
Restricted cash, current, including amounts held by variable interest entity (“VIE”) of $4,095,855 and
$2,868,011, respectively
4,849,582
2,993,011
Notes receivable
190,665,266
142,885,682
Allowance for credit losses
(26,103,421)
(12,253,041)
Notes receivable, net, including amounts held by VIE of $152,174,296 and $125,188,900, respectively
164,561,845
130,632,641
Other receivables, net
3,629,182
1,571,728
Prepaid expenses and other current assets
11,392,782
6,223,274
Total current assets
257,618,643
209,044,866
Non-Current Assets
Internally developed intangible assets, net
2,441,611
1,898,470
Operating right-of-use assets
800,424
994,476
Restricted cash, non-current
20,275,310
82,000
Deferred tax asset, net of $3,741,900 and $32,450,807 valuation allowance, respectively
16,905,315
—
Other assets
330,742
625,471
Total Assets
$
298,372,045
$
212,645,283
Liabilities and Stockholders' Equity
Current Liabilities
Merchant accounts payable
$
68,966,667
$
74,135,491
Other payables
7,455,416
5,261,436
Deferred revenue
4,234,224
2,643,230
Other current liabilities
25,020,936
10,847,624
Line of credit, net of unamortized debt issuance costs of $619,094, held by VIE
—
94,380,906
Total current liabilities
105,677,243
187,268,687
Non-Current Liabilities
Long term debt
—
250,000
Operating lease liabilities
823,071
981,692
Line of credit, net of unamortized debt issuance costs of $1,008,441, held by VIE
103,991,559
—
Warrant liabilities
—
967,257
Other non-current liabilities
44,743
1,083,323
Total Liabilities
210,536,616
190,550,959
Commitments and Contingencies (see Note 11)
Stockholders' Equity
Common stock, $0.00001 par value; 750,000,000 shares authorized; 5,797,732 and 5,826,206 shares issued,
respectively; 5,622,579 and 5,697,517 shares outstanding, respectively
2,085
2,085
Additional paid-in capital
188,586,688
186,015,079
Treasury stock, at cost: 175,153 and 128,689 shares, respectively
(9,390,893)
(5,755,961)
Accumulated other comprehensive loss
(1,587,793)
(646,999)
Accumulated deficit
(89,774,658)
(157,519,880)
Total Stockholders' Equity
87,835,429
22,094,324
Total Liabilities and Stockholders' Equity
$
298,372,045
$
212,645,283
See the accompanying Notes to the Consolidated Financial Statements.
67
Consolidated Statements of Operations and Comprehensive Income
For the years ended December 31,
2024
2023
Total revenue
$
271,127,890
$
159,356,772
Operating Expenses
Personnel
51,764,964
46,373,915
Transaction expense
51,364,347
39,207,768
Third-party technology and data
9,595,106
7,815,915
Marketing, advertising, and tradeshows
9,739,763
11,984,019
General and administrative
11,403,468
8,587,781
Provision for credit losses
55,014,676
23,186,973
Total operating expenses
188,882,324
137,156,371
Operating Income
82,245,566
22,200,401
Other Income (Expense)
Net interest expense
(13,761,645)
(15,968,380)
Other income, net
354,487
1,933,450
Fair value adjustment on warrants
(1,261,556)
(455,962)
Loss on extinguishment of line of credit
(259,706)
—
Income before taxes
67,317,146
7,709,509
Income tax (benefit) expense
(11,205,165)
611,487
Net Income
78,522,311
7,098,022
Other Comprehensive Loss
Foreign currency translation adjustment
(940,794)
(3,025)
Total Comprehensive Income
$
77,581,517
$
7,094,997
Net income per share*:
Basic
$
13.98
$
1.27
Diluted
$
13.13
$
1.25
Weighted-average shares outstanding*:
Basic
5,618,497
5,606,087
Diluted
5,981,795
5,678,527
*
Effective May 11, 2023, we performed a 1-for-38 reverse stock split. Share and per-share amounts have been retroactively restated.
See the accompanying Notes to the Consolidated Financial Statements.
68
Consolidated Statements of Stockholders’ Equity
Common Stock
Additional
Paid-in
Capital
Stock
Subscriptions
Treasury
Stock, At
Cost
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Shares*
Amount
Total
Balance at January 1, 2023
5,478,470 $
2,083 $179,054,368 $
— $ (4,072,752) $
(643,974) $(165,496,479) $ 8,843,246
Adoption of Accounting Standards
Update No. 2016-13
—
—
—
—
—
—
878,577
878,577
Issuance of additional shares
related to reverse stock split
6,245
—
—
—
—
—
—
—
Equity based compensation
—
—
3,313,659
—
—
—
—
3,313,659
Stock option exercises
16,343
—
26,996
—
—
—
—
26,996
Restricted stock issuances and
vesting of awards
296,510
3
3,620,056
—
—
—
—
3,620,059
Repurchase of common stock
(100,051)
(1)
—
—
(1,683,209)
—
—
(1,683,210)
Foreign currency translation
adjustment
—
—
—
—
—
(3,025)
—
(3,025)
Net income
—
—
—
—
—
—
7,098,022
7,098,022
Balance at December 31, 2023
5,697,517 $
2,085 $186,015,079 $
— $ (5,755,961) $
(646,999) $(157,519,880) $ 22,094,324
Common Stock
Additional
Paid-in
Capital
Stock
Subscriptions
Treasury
Stock, At
Cost
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Shares
Amount
Total
Balance at January 1, 2024
5,697,517 $
2,085 $186,015,079 $
— $ (5,755,961) $
(646,999) $(157,519,880) $ 22,094,324
Equity based compensation
—
—
3,317,374
—
—
—
—
3,317,374
Stock option exercises
74,863
1
3,918,461
—
—
—
—
3,918,462
Warrant exercises
50,198
1
400,740
—
—
—
—
400,741
Restricted stock issuances and
vesting of awards
140,766
1
1,875,228
—
—
—
—
1,875,229
Stock subscriptions receivable
related to stock option exercises
658
—
38,848
(38,848)
—
—
—
—
Stock subscriptions collected
related to stock option exercises
—
—
—
38,848
—
—
—
38,848
Conversion of warrant liabilities to
stockholders' equity
—
—
2,228,813
—
—
—
—
2,228,813
Repurchase and retirement of
common stock
(294,959)
(3)
(9,207,855)
—
—
—
(10,777,089)
(19,984,947)
Repurchase of common stock
(46,464)
—
—
—
(3,634,932)
—
—
(3,634,932)
Foreign currency translation
adjustment
—
—
—
—
—
(940,794)
—
(940,794)
Net income
—
—
—
—
—
—
78,522,311
78,522,311
Balance at December 31, 2024
5,622,579 $
2,085 $188,586,688 $
— $ (9,390,893) $
(1,587,793) $(89,774,658) $ 87,835,429
*
Effective May 11, 2023, we performed a 1-for-38 reverse stock split. Share amounts have been retroactively restated.
See the accompanying Notes to the Consolidated Financial Statements.
69
Consolidated Statements of Cash Flows
For the years ended December 31,
2024
2023
Operating Activities:
Net income
$
78,522,311
$
7,098,022
Adjustments to reconcile net income to net cash provided from (used for) operating activities:
Depreciation and amortization
965,404
855,803
Provision for credit losses
55,014,676
23,186,973
Provision for other credit losses
10,605,064
3,351,966
Equity based compensation and restricted stock vested
5,192,603
6,933,718
Amortization of debt issuance costs
525,617
732,029
Impairment losses on long-lived assets
47,962
42,247
Fair value adjustment on warrants
1,261,556
455,962
(Gain) Loss on sale of fixed assets
(54,699)
25,621
Loss on extinguishment of line of credit
259,706
—
Deferred income taxes
(16,905,315)
—
Changes in operating assets and liabilities:
Notes receivable
(89,288,635)
(59,364,299)
Other receivables
(12,669,607)
(2,390,165)
Prepaid expenses and other assets
(4,997,491)
(1,219,639)
Merchant accounts payable
(4,344,867)
(9,115,285)
Other payables
1,951,291
1,120,852
Deferred revenue
1,594,933
1,126,966
Accrued and other liabilities
13,145,254
1,416,863
Operating leases
74,275
51,933
Net Cash Provided from (Used for) Operating Activities
40,900,038
(25,690,433)
Investing Activities:
Purchase of property and equipment
(69,760)
(81,609)
Internally developed intangible asset additions
(1,394,203)
(1,283,983)
Net Cash Used for Investing Activities
(1,463,963)
(1,365,592)
Financing Activities:
Proceeds from line of credit
107,426,901
54,849,000
Payments to line of credit
(97,426,901)
(24,849,000)
Payments of debt issuance costs
(1,106,281)
(128,598)
Proceeds from stock option exercises
3,918,462
26,996
Stock subscriptions collected related to stock option exercises
38,848
—
Proceeds from warrant exercises
400,741
—
Repurchase of common stock
(23,619,879)
(1,683,210)
Net Cash (Used for) Provided from Financing Activities
(10,368,109)
28,215,188
Effect of exchange rate changes on cash
(1,457,045)
17,402
Net increase in cash, cash equivalents, and restricted cash
29,067,966
1,159,163
Cash, cash equivalents, and restricted cash, beginning of period
70,699,223
69,522,658
Cash, cash equivalents, and restricted cash, end of period
$
98,310,144
$
70,699,223
Noncash investing and financing activities:
Conversion of warrant liabilities to stockholders' equity
$
2,228,813
$
—
Lease liabilities arising from obtaining right-of-use assets
—
1,059,263
Supplementary disclosures:
Interest paid
$
14,046,830
$
16,362,536
Income taxes paid
4,765,512
452,426
See the accompanying Notes to the Consolidated Financial Statements.
70
Notes to the Consolidated Financial Statements
Note 1. Principal Business Activity and Significant Accounting Policies
Principal Business Activity
Sezzle Inc. (“Sezzle”, the “Company”, “we”, “us”, or “our”) is a technology-enabled payments company based in the United States
with operations in the United States and Canada. We are a Delaware Public Benefit Corporation formed on January 4, 2016. We offer
our payment solution in-store and at online retail stores, connecting consumers with merchants via a proprietary payments solution
that instantly extends credit at the point-of-sale, allowing consumers to purchase and receive the goods or services now while paying
over time in interest-free installments.
Merchants turn to us to tap into our existing user base, offering merchants the ability to increase sales, increase conversion rates,
increase spend per transaction, increase purchase frequency, and reduce return rates, all without bearing any credit risk. We are a high-
growth, networked platform that benefits from a mutually beneficial relationship between merchants and consumers.
Our core product allows consumers to make purchases and split the payment for the purchase over four equal, interest-free payments
over six weeks. The consumer makes the first payment at the time of checkout and makes the subsequent payments every two weeks
thereafter. With our direct integration solution, the purchase price, less merchant processing fees, is paid to merchants by us in advance
of collecting the installments from the consumer. For our virtual card solution, the full purchase price is paid to merchants at the time
of sale, and we separately collect merchant processing fees due to us from the merchant to the extent applicable.
We are headquartered in Minneapolis, Minnesota.
Concentrations of Credit Risk
Our cash, cash equivalents, restricted cash, and notes receivable are potentially subject to concentrations of credit risk. Cash, cash
equivalents, and restricted cash are placed in depository accounts with financial institutions that management believes are reputable
and high-quality. We have balances with financial institutions that exceed the Federal Deposit Insurance Corporation (“FDIC”) and
foreign equivalents’ insurance limits. As of the date of this report, we have not experienced losses on such accounts.
Our notes receivable are derived from extending credit to consumers, which exposes us to the risk of credit losses. Changes in
economic conditions may result in higher credit losses. To help mitigate our credit risk, we establish individually tailored credit lines
for our consumers. The allowance for credit losses is adequate for covering any potential losses on outstanding notes receivable. Refer
to Note 3. Notes Receivable and Allowance for Credit Losses for more information. No consumer accounted for more than 10% of net
notes receivable as of December 31, 2024 and 2023.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements are prepared and presented under accounting principles generally accepted in the United
States of America (U.S. GAAP). All amounts are reported in U.S. dollars, unless otherwise noted. We consolidate the accounts
of subsidiaries for which we have a controlling financial interest. The accompanying consolidated financial statements include all
the accounts and activity of Sezzle Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
Cash and Cash Equivalents
We consider all money market funds and other highly liquid investments with an original maturity of three months or less when
purchased to be cash equivalents. We accept Automated Clearing House ("ACH"), Electronic Funds Transfer ("EFT"), debit card, and
credit card payment methods from consumers to settle receivables, and these transactions are generally processed through third parties.
The payments due from the third parties are generally settled within three days of initiation.
71
Restricted Cash
We are required to maintain restricted cash balances in accordance with certain agreements.
For our line of credit agreement, we maintain restricted cash in a bank account where access to funds are controlled by our line of
credit provider. On a regular basis, cash is deposited into the restricted bank account and subsequently made available to us through
periodic settlement. Cash deposits to the restricted bank account include cash received from pledged receivables, including consumer
payments and affiliate partner payments. The minimum balance consists of accrued interest on the drawn credit facility, accrued
interest on the unused portion of the credit facility, and accrued management fees charged by our line of credit providers. We are
permitted to withdraw cash from the bank account provided we meet certain requirements of the line of credit. We are also required
to maintain minimum balances in deposit accounts to fund merchants using our virtual card solution and to cover consumer card
chargebacks. These accounts are classified as current restricted cash on the consolidated balance sheets.
Additionally, we are required to maintain minimum cash balances in reserve accounts pursuant to agreements with various third
parties. During the year ended December 31, 2024 we entered into an agreement with an independent chartered financial institution
(“originating partner”) in which we are required to maintain a collateral account. The cash balances within these accounts are
classified as non-current restricted cash on the consolidated balance sheets.
Notes Receivables and Allowance for Credit Losses
We offer consumer installment payment plans on our platform. Consumer installment payment plans are generally interest-free and
consist of four installments, with the first payment made at the time of purchase and subsequent payments due every two weeks
thereafter. We purchase certain receivables related to installment payment plans extended to consumers in the United States by our
originating partner and are responsible for servicing such receivables. All other consumer installment payment plans are originated
by us. Our notes receivable represents amounts due from consumers primarily for outstanding principal on installment payment plans
made on our platform that we have either originated or purchased from our originating partner. Our notes receivable are generally due
within 42 days of origination.
We classify all of our notes receivable as held for investment, as we have the intent and ability to hold these investments for the
foreseeable future or until maturity or payoff. Since our portfolio is comprised of one product segment, point-of-sale unsecured
installment loans, we evaluate our notes receivable as a single, homogenous portfolio and make merchant-specific or other adjustments
as necessary. Our notes receivable are reported at amortized cost, which primarily includes unpaid principal, adjusted for unearned
transaction income, direct loan origination costs, and charge-offs. The amortized cost basis is adjusted for the allowance for credit
losses within notes receivable, net.
Our notes receivable are considered past due when the principal has not been received within one calendar day of when they are due in
accordance with the agreed upon contractual terms. Any amounts delinquent after 90 days are charged off with an offsetting reversal to
the allowance for credit losses through the provision for credit losses on our consolidated statements of operations and comprehensive
income. Charged-off principal payments recovered after 90 days are recognized as a reduction to the allowance for credit losses in the
period the receivable is recovered.
We maintain an allowance for credit losses at a level necessary to absorb expected credit losses, primarily on principal receivables
from consumers. The allowance for credit losses is determined based on our current estimate of expected credit losses over the
remaining contractual term and incorporates evaluations of known and inherent risks in our portfolio, historical credit losses,
consumer payment trends, estimates of recoveries, current economic conditions, and reasonable and supportable forecasts. We
regularly assess the adequacy of our allowance for credit losses and adjust the allowance as necessary to reflect changes in the credit
risk of our notes receivable. Any adjustment to the allowance for credit losses is recognized in net income through the provision for
credit losses on our consolidated statements of operations and comprehensive income. While we believe our allowance for credit
losses is appropriate based on the information available, actual losses could differ from our estimate. See Note 3. Notes Receivable
and Allowance for Credit Losses for more information about our notes receivable.
72
Debt Issuance Costs
Costs incurred in connection with originating debt are capitalized and are classified in the consolidated balance sheets as a reduction
of the financial statement line item for which those costs relate. Debt issuance costs are amortized over the life of the underlying debt
obligation utilizing the straight-line method, which approximates the effective interest method. In the event of an extinguishment of
debt, the remaining unamortized debt issuance costs related to the extinguished debt are immediately expensed. Amortization of debt
issuance costs is included within net interest expense on the consolidated statements of operations and comprehensive income.
Internally Developed Intangible Assets
We capitalize costs incurred for web development, software developed for internal use, and software products that are marketed
to others. The costs capitalized primarily relate to direct labor costs for employees and contractors working directly on software
development and implementation. Software developed for internal use is eligible for capitalization once it is determined that the
project is being designed or modified to meet internal business needs; the project is ready for its intended use; the total estimated costs
to be capitalized exceed $1,000; and there are no plans to market, sell, or lease the project. Software products that are marketed to
others are eligible for capitalization once technological feasibility of the computer software product is established.
Amortization is provided using the straight-line method, based on the useful lives of the intangible assets as follows:
Years
Method
Internal use software
3
Straight-line
Marketed software
3
Straight-line
Website development costs
3
Straight-line
Amortization expense is recorded within general and administrative on the consolidated statements of operations and comprehensive
income. See Note 5. Internally Developed Intangible Assets for further information.
We review the carrying value of internally developed intangible assets for impairment whenever events and circumstances indicate
that the assets’ carrying value may not be recoverable from the future cash flows expected to result from its use and eventual
disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized
equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing
this assessment include current operating results, trends, and prospects; the manner in which the asset is used; and the effects of
obsolescence, demand, competition, and other economic factors. Impairments for the years ended December 31, 2024 and 2023 were
not material. Impairment costs are recorded in general and administrative within operating expenses in the consolidated statements of
operations and comprehensive income.
As of December 31, 2024 and 2023, we have not renewed or extended the initial determined life for any of our recognized internally
developed intangible assets.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes
currently due plus deferred taxes related primarily to differences between the basis of receivables, nondeductible interest, equity based
compensation, and accrued liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future
tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or
settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized.
We evaluate our tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is
necessary for uncertain tax positions. As of December 31, 2024 and 2023, we have not recorded any liabilities for uncertain tax
positions.
73
Advertising Costs
Advertising costs are expensed as incurred and consist of traditional marketing, digital marketing, sponsorships, promotional product
expenses, and contractual obligations to co-market the Sezzle brand. Such costs were $8,998,067 and $11,636,719 for the years ended
December 31, 2024 and 2023, respectively, and were recorded within marketing, advertising, and tradeshows on the consolidated
statements of operations and comprehensive income.
Equity Based Compensation
We maintain stock compensation plans that offer incentives in the form of stock options and restricted stock to employees, directors,
and advisors of the Company. Equity based compensation expense reflects the fair value of awards measured at the grant date
and recognized over the relevant vesting period. We estimate the fair value of stock options without a market condition on the
measurement date using the Black-Scholes valuation model. The Black-Scholes valuation model incorporates assumptions about
stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield. For valuing our stock option grants,
significant judgment is required for determining the expected volatility of our shares of common stock and is based on the historical
volatility of our share price. The fair value of restricted stock awards and restricted stock units that vest based on a service condition
is based on the fair market value of our shares of common stock on the date of grant. The expense associated with equity based
compensation is recognized over the requisite service period using the straight-line method. We issue new shares of common stock
upon the exercise of stock options and vesting of restricted stock units and recognize forfeitures of awards as they occur. Refer to Note
13. Equity Based Compensation for further information about our equity based compensation plans.
Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements. Our estimates and judgments are based on
historical experience and various other assumptions that we believe are reasonable under the circumstances. The amount of assets
and liabilities reported on our consolidated balance sheets and the amounts of income and expenses reported for each of the periods
presented are affected by estimates and assumptions, which are used for, but not limited to, determining the allowance for credit losses
recorded against outstanding receivables, the valuation of equity based compensation, and income taxes.
Fair Value
Fair values are based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (i.e. an exit price). The accounting guidance includes a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:
•
Level 1 — Unadjusted quoted prices for identical assets or liabilities in active markets;
•
Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either
directly or indirectly for substantially the full term of the asset or liability; and
•
Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions
market participants would use in pricing the asset or liability, including assumptions about risk.
We measure the value of our money market securities based on Level 1 inputs. Our warrant liabilities were valued using a Black-
Scholes valuation model, which is calculated using Level 3 inputs. The primary unobservable input used in determining the fair value
of the warrant liabilities was the expected volatility of our common stock. Refer to Note 9. Warrants for the changes in fair value of
the warrant liabilities and quantitative information regarding the Level 3 fair value measurement of the warrant liabilities.
74
Our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023 are as follows:
December 31, 2024
December 31, 2023
Level 1
Level 2
Level 3
Fair Value
Level 1
Level 2
Level 3
Fair Value
Assets:
Cash and cash
equivalents:
Money
market
securities
$
15,437
$
—
$
—
$
15,437
$
14,432
$
—
$
—
$
14,432
Liabilities:
Warrant
liabilities
$
—
$
—
$
—
$
—
$
—
$
—
$ 967,257
$
967,257
The fair value and its classification within the fair value hierarchy for financial assets and liabilities not reported at fair value within
the consolidated balance sheets as of December 31, 2024 and 2023 are as follows:
December 31, 2024
Carrying
Amount
Level 1
Level 2
Level 3
Balance at Fair
Value
Assets:
Cash and cash equivalents(1)
$
73,169,815
$
73,169,815
$
—
$
—
$
73,169,815
Restricted cash(2)
25,124,892
25,124,892
—
—
25,124,892
Notes receivable, net
164,561,845
—
—
164,561,845
164,561,845
Total assets
$
262,856,552
$
98,294,707
$
—
$
164,561,845
$
262,856,552
Liabilities:
Long term debt
$
—
$
—
$
—
$
—
$
—
Line of credit, net
103,991,559
—
103,991,559
—
103,991,559
Total liabilities
$
103,991,559
$
—
$
103,991,559
$
—
$
103,991,559
December 31, 2023
Carrying
Amount
Level 1
Level 2
Level 3
Balance at Fair
Value
Assets:
Cash and cash equivalents(1)
$
67,609,780
$
67,609,780
$
—
$
—
$
67,609,780
Restricted cash(2)
3,075,011
3,075,011
—
—
3,075,011
Notes receivable, net
130,632,641
—
—
130,632,641
130,632,641
Total assets
$
201,317,432
$
70,684,791
$
—
$
130,632,641
$
201,317,432
Liabilities:
Long term debt
$
250,000
$
—
$
250,000
$
—
$
250,000
Line of credit, net
94,380,906
—
94,380,906
—
94,380,906
Total liabilities
$
94,630,906
$
—
$
94,630,906
$
—
$
94,630,906
(1)
Excludes $15,437 and $14,432 as of December 31, 2024 and 2023, respectively, relating to money market securities that are reported at fair value.
(2)
Includes both restricted cash, current and restricted cash, non-current as disclosed on the consolidated balance sheets.
75
Segments
Segments are components of a company that have discrete financial information available and are regularly evaluated by a chief
operating decision maker (“CODM”) to assess performance and decide how resources are allocated. Our Chief Executive Officer
is considered to be the CODM, and our operations comprise one reportable segment, primarily deriving revenue from our payment
processing platform in North America. Our CODM manages business activities on a consolidated basis and uses consolidated net
income, as reported on the consolidated statements of operations and comprehensive income, to evaluate financial performance,
allocate resources, and monitor budget versus actuals. The measure of segment assets is reported on the consolidated balance sheets as
total assets. Significant expenses reviewed by the CODM include those that are presented in the consolidated statements of operations
and comprehensive income. There are no significant concentrations by state or geographical location.
Foreign Currency
We work with international merchants, creating exposure to gains and losses from foreign currency exchanges. (Losses) gains from
foreign exchange rate fluctuations that affected our net income totaled ($66,475) and $207,647 for the years ended December 31,
2024 and 2023, respectively. Foreign currency exchange gains and losses are recorded within other income, net, on the consolidated
statements of operations and comprehensive income.
The financial statements of our non-U.S. subsidiaries are translated into U.S. dollars in accordance with ASC 830, “Foreign Currency
Matters”. Under ASC 830, if our assets and liabilities are recorded in certain non-U.S. functional currencies other than the U.S.
dollar, they are translated at current rates of exchange. Revenue and expense items are translated at average monthly exchange rates.
The resulting translation adjustments are recorded directly into accumulated other comprehensive loss. Foreign currency translation
adjustment losses totaled $940,794 and $3,025 for the years ended December 31, 2024 and 2023, respectively.
Reverse Stock Split
Our Board of Directors approved a reverse stock split of our issued shares of common stock at a ratio of 1-for-38 (the “Reverse Stock
Split”). The Reverse Stock Split became effective on May 11, 2023. All share and per share amounts for all periods presented in these
consolidated financial statements and their accompanying notes have been adjusted, on a retrospective basis, to reflect the Reverse
Stock Split, unless otherwise stated. The number of authorized shares and the par value of the shares remained unaffected.
Variable Interest Entity
Our primary source of funding consumer receivables is through a secured line of credit. We sell a portion of our notes receivable to a
wholly owned, bankruptcy-remote special purpose entity (the “SPE”), which then pledges such receivables as collateral for our line
of credit. We continue to service all receivables sold and pledged to the SPE. The amount we can borrow under our line of credit is
dependent on the amount of eligible, pledged notes receivable we have sold to the SPE. While we serve as a limited guarantor for the
SPE and are subject to certain financial covenants, our line of credit provider does not have full recourse against our general credit
and may absorb losses in the event of default if the cash receipts related to our pledged notes receivables are not sufficient to repay the
outstanding line of credit balance. Refer to Note 8. Line of Credit for more information about our line of credit and the relationship
between our line of credit and our notes receivable.
We are required to evaluate the SPE for consolidation, which we have concluded is a VIE. We have the ability to direct the activities
that most significantly impact the economic performance of our wholly owned SPE. We also have the obligation to absorb losses and
the right to proceeds related to the pledged notes receivable in the SPE, exposing us to losses and returns that could potentially be
significant. As such, we have determined that we are the primary beneficiary of the SPE and are required to consolidate the entity as a
VIE.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation format. These reclassifications had
no effect on our total assets, total liabilities, net income, or total comprehensive income.
76
Recent Accounting Pronouncements
Recently Adopted Accounting Guidance
Standard
Description
Date of Adoption
Effect on Consolidated Financial Statements
ASU 2023-07, Segment
Reporting Improvements
to Reportable Segment
Disclosures
This ASU requires disclosure
of incremental segment
information on an annual basis
(and interim basis beginning
January 1, 2025) for all public
entities, including entities with
one reportable segment. Such
incremental disclosures include
information about significant
segment expenses, how chief
operating decision makers
measure a segment’s profit or
loss, and qualitative information
about how a chief operating
decision maker assesses
segment performance.
January 1, 2024
The adoption of this ASU did not have a material
impact on our consolidated financial statements.
We updated our disclosures in this Note 1 of the
accompany notes to the consolidated financial
statements to provide additional information
about our Chief Operating Decision Maker and
how they evaluate our financial performance and
allocate resources.
Recently Issued Accounting Guidance, Not Yet Adopted Within Our Consolidated Financial Statements
Standard
Description
Date of Planned
Adoption
Effect on Consolidated
Financial Statements
ASU 2023-09, Income Taxes
(Topic 740): Improvements to
Income Tax Disclosures
This ASU requires enhanced disclosures
on the income tax rate reconciliation,
income taxes paid, and other income
tax-related disclosures. Such disclosures
include specific categories in the rate
reconciliation, qualitative information
about significant components of income
tax, and disaggregation of income
taxes paid by federal, state, and local
jurisdiction.
Year ended
December 31,
2025
We do not expect the adoption
of this ASU to have a material
impact on our consolidated
financial statements. We
will include the enhanced
disclosure requirements in
our 2025 annual consolidated
financial statements.
ASU 2024-03, Income Statement—
Reporting Comprehensive
Income—Expense Disaggregation
Disclosures (Subtopic 220-
40): Disaggregation of Income
Statement Expenses
This ASU requires, in the notes to the
consolidated financial statements, the
disaggregation of certain expenses within
relevant expense captions in tabular
format, incremental qualitative disclosures
about expenses, and the disclosure of total
selling expenses.
Year ended
December 31,
2027
We do not expect the adoption
of this ASU to have a material
impact on our consolidated
financial statements. We
will include the enhanced
disclosure requirements in
our 2027 annual consolidated
financial statements.
There are additional new accounting pronouncements issued by the FASB that we have not yet adopted. We do not believe any of
these additional accounting pronouncements will have a material impact on the consolidated financial statements or disclosures.
77
Note 2. Total Revenue
Total revenue was $271,127,890 and $159,356,772 for the years ended December 31, 2024 and 2023, respectively. Total revenue in
the fourth quarter has historically been strongest for us, in line with consumer spending habits during the holiday shopping season.
Our total revenue is classified into three categories: transaction income, subscription revenue, and income from other services.
Transaction Income
Transaction income is comprised of all income earned from merchants, consumers, and other third parties that relate to processing
orders and payments on the Sezzle Platform. This primarily includes merchant processing fees, partner income, and consumer fees.
We earn income from fees paid by merchants in exchange for our payment processing services. These merchant processing fees
are applied to the underlying sales of consumers passing through our platform and are predominantly based on a percentage of the
consumer order value plus a fixed fee per transaction. For orders that result in a financing receivable, merchant processing fees are
recognized over the duration of the loan using the effective interest method. For orders that do not result in a financing receivable,
merchant processing fees are recognized at the time the sale is completed. We also earn income from partners on consumer
transactions. This income includes interchange fees earned through our virtual card solution and promotional incentives with third
parties. Virtual card interchange income related to loans we originate is recognized over the loan’s duration using the effective interest
method. Virtual card interchange income related to loans we purchase and promotional incentives are recognized as they are earned.
Merchant and partner income totaled $86,450,752 and $90,586,149 for the years ended December 31, 2024 and 2023, respectively.
Transaction income also includes income from consumer fees that are related to processing orders and payments. Such fees are
assessed when consumers choose to make an installment payment, excluding the first installment, using a card pursuant to state law;
when a payment method fails when attempting to make an installment payment; or when consumers are assessed a fee for using
Sezzle On-Demand. These fees are recognized at the time the fee is assessed to the extent the fee is reasonably collectible and totaled
$60,325,218 and $19,152,908 for the years ended December 31, 2024 and 2023, respectively.
Subscription Revenue
We offer our consumers the ability to subscribe to two paid services: Sezzle Premium and Sezzle Anywhere. Sezzle Premium allows
consumers to shop at select large, non-integrated premium merchants, along with other benefits, for a recurring fee. Sezzle Anywhere
allows consumers to use their Sezzle Virtual Card at any merchant online or in-store, subject to certain merchant, product, goods, and
service restrictions, for a recurring fee. Subscription fees are recognized straight-line over the subscription period.
Income from Other Services
Income from other services includes all other incomes earned from merchants, consumers, and other third parties not included in
transaction income or subscription revenue. This includes late payment fees, gateway fees, and marketing revenue earned from
affiliates. Late payment fees are assessed to consumers who fail to make a timely principal payment. Late payment fees are recognized
at the time the fee is charged to the consumer to the extent the fee is reasonably collectible. Late payment fees totaled $25,242,756 and
$9,742,652 for the years ended December 31, 2024 and 2023, respectively.
78
Disaggregation of Total Revenue
Our total revenue by category and Accounting Standards Codification (“ASC”) recognition criteria for the years ended December 31,
2024 and 2023 was as follows:
2024
2023
Topic 310
Topic 606
Total
Topic 310
Topic 606
Total
Transaction income
$103,504,832
$ 43,271,138
$146,775,970
$ 87,099,569
$ 22,639,488
$ 109,739,057
Subscription revenue
—
82,221,555
82,221,555
—
29,713,062
29,713,062
Income from other services
28,227,441
13,902,924
42,130,365
11,631,041
8,273,612
19,904,653
Total revenue
$131,732,273
$139,395,617
$271,127,890
$ 98,730,610
$ 60,626,162
$ 159,356,772
Transaction income that falls under the scope of ASC Topic 310, Receivables, relates to transactions that result in a financing
receivable being recognized. Such income is initially recorded as a reduction to notes receivable, net, within the consolidated balance
sheets. The income is then recognized over the average duration of the note using the effective interest rate method. Transaction
income to be recognized over the duration of existing notes receivable outstanding was $3,769,126 and $3,340,150 as of December
31, 2024 and 2023, respectively.
Transaction income that falls under the scope of ASC Topic 606, Revenue from Contracts with Customers, relates to transactions that
do not result in a note receivable being recognized. Such revenue comprises a single performance obligation which is satisfied at the
time the transaction occurs, at which point we recognize revenue.
Subscription revenue entirely falls under the scope of ASC Topic 606. Such revenue comprises a single performance obligation
which is satisfied evenly over the underlying subscription period. Revenue is recognized ratably over the duration of the performance
obligation. All performance obligations are fully satisfied within one year or less of receiving payment. Payment received for
performance obligations not yet satisfied are recorded as deferred revenue on the consolidated balance sheets until such performance
obligations are satisfied. Subscription revenue to be recognized over the remaining duration of outstanding performance obligations
was $4,189,724 and $2,643,230 as of December 31, 2024 and 2023, respectively. All deferred revenue as of December 31, 2023 was
recognized during the year ended December 31, 2024.
Income from other services that falls under the scope of ASC Topic 310 primarily relates to late payment fees. Such fees are
recognized at the time the fee is charged to the consumer to the extent they are reasonably collectible. Income from other services that
fall under the scope of ASC 606 comprises a single performance obligation which is satisfied immediately and not deferred.
For the years ended December 31, 2024 and 2023, no external party amounted to ten percent or more of our total revenue.
79
Note 3. Notes Receivable and Allowance for Credit Losses
As of December 31, 2024 and 2023, our notes receivable at amortized cost was comprised of the following:
2024
2023
Notes receivable, gross
$
194,434,392
$
146,225,832
Deferred transaction income
(3,769,126)
(3,340,150)
Notes receivable, amortized cost
$
190,665,266
$
142,885,682
Deferred transaction income is primarily comprised of unrecognized merchant processing fees, which are recognized over the duration
of the note with the consumer and are recorded as an offset to transaction income on the consolidated statements of operations and
comprehensive income. Our notes receivable had a weighted average days outstanding of 34 days as of December 31, 2024 and 2023.
We closely monitor credit quality for our notes receivable to manage and evaluate our related exposure to credit risk. When assessing
the credit quality and risk of our portfolio, we monitor a variety of internal risk indicators and consumer attributes that are shown to
be predictive of ability and willingness to repay, and combine these factors to establish an internal, proprietary score as a credit quality
indicator (the “Prophet Score”). We evaluate the credit risk of our portfolio by grouping Prophet Scores into three buckets that range
from A to C, with receivables having an “A” rating representing the highest credit quality and lowest likelihood of loss. Our risk and
fraud team closely monitors the distribution of Prophet Scores for signs of changes in credit risk exposure and portfolio performance.
The risk and fraud team also regularly evaluates the integrity of the Prophet Score machine learning model and updates it as necessary,
but at least annually. We last updated the Prophet Score model in October 2023.
The amortized cost basis of our notes receivable by Prophet Score and year of origination as of December 31, 2024 and 2023 was as
follows:
2024
2023
Amortized cost basis by year of origination
2024
2023
Total
2023
2022
Total
A
$ 57,944,812
$
—
$ 57,944,812
$ 47,752,196
$
—
$
47,752,196
B
74,998,912
521
74,999,433
58,815,920
257
58,816,177
C
57,646,517
221
57,646,738
35,832,476
2,708
35,835,184
No score
74,283
—
74,283
482,125
—
482,125
Total amortized cost
$ 190,664,524
$
742
$ 190,665,266
$ 142,882,717
$
2,965
$ 142,885,682
The amortized cost basis of our notes receivable by delinquency status as of December 31, 2024 and 2023 was as follows:
2024
2023
Current
$
161,870,392
$
129,681,699
1–28 days past due
15,303,283
6,808,467
29–56 days past due
6,267,154
3,015,612
57–90 days past due
7,224,437
3,379,904
Total amortized cost
$
190,665,266
$
142,885,682
In estimating the allowance for credit losses, we utilize a roll rate analysis of delinquent and current notes receivable. Roll rate
analysis is a technique used to estimate the likelihood that a loan progresses through various stages of delinquency and eventually
charges off. We segment our notes receivable into delinquency statuses and semi-monthly vintages for the purpose of evaluating
historical performance and determining the future likelihood of default.
80
The activity in the allowance for credit losses, including the provision for credit losses, charge-offs, and recoveries for the year ended
December 31, 2024 and 2023 is as follows:
For the years ended December 31,
2024
2023
Balance at beginning of period
$
12,253,041
$
10,223,451
Adoption of Accounting Standards Update No. 2016-13
—
(878,577)
Provision for credit losses
55,014,676
23,186,973
Charge-offs
(43,915,334)
(24,006,322)
Recoveries of charged-off receivables
2,751,038
3,727,516
Balance at end of period
$
26,103,421
$
12,253,041
Effective January 1, 2023, we adopted accounting guidance which replaces the incurred loss impairment methodology with an
expected credit loss methodology and requires consideration of a broader range of reasonable and supportable information to
determine credit loss estimates. Upon adoption, we decreased our allowance for credit losses and increased retained earnings through a
cumulative-effect adjustment.
Net charge-offs by year of origination for the year ended December 31, 2024 is as follows:
2024
2023
2022
2021
2020
Total
Current period gross charge-offs
$(31,070,923) $(12,829,670) $
(11,331) $
(3,410) $
— $(43,915,334)
Current period recoveries
562,583
1,321,110
403,826
355,573
107,946
2,751,038
Current period net charge-offs
$(30,508,340) $(11,508,560) $
392,495 $
352,163 $
107,946 $(41,164,296)
Note 4. Other Receivables
As of December 31, 2024 and 2023, the balance of other receivables, net, on the consolidated balance sheets was comprised of the
following:
2024
2023
Late payment fees receivable, net
$
993,142
$
548,649
Receivables from merchants
698,442
1,023,079
Receivables from originating partner
1,937,598
—
Other receivables, net
$
3,629,182
$
1,571,728
Late payment fees are applied to principal installments that are delinquent, subject to regulations within specific state jurisdictions.
Any late payment fees associated with a delinquent payment are considered to be the same number of days delinquent as the principal
payment. Late payment fees receivable, net, is comprised of outstanding late payment fees that we reasonably expect to collect
from our consumers. As of December 31, 2024 and 2023, gross late payment fees receivable totaled $6,269,529 and $1,821,002,
respectively.
Our late payment fees receivable are considered past due when the principal associated with the order has not been received within
one calendar day of when they are due in accordance with the agreed upon contractual terms. We maintain an allowance for other
credit losses at a level necessary to absorb expected credit losses on late payment fees receivable from our consumers. Any amounts
delinquent after 90 days are charged off with an offsetting reversal to the allowance for other credit losses. Any adjustment to the
allowance for other credit losses is recognized in net income through an offset to total revenue on our consolidated statements of
operations and comprehensive income. Payments recovered after 90 days are recognized as a reduction to the allowance for other
credit losses in the period the receivable is recovered.
81
The activity in the allowance for credit losses related to late payment fees, including the provision for other credit losses, charge-offs,
and recoveries for the year ended December 31, 2024 and 2023 was as follows:
For the years ended December 31,
2024
2023
Balance at beginning of period
$
1,272,353
$
980,713
Provision for other credit losses
10,605,064
3,351,966
Charge-offs
(7,092,220)
(3,668,673)
Recoveries of charged-off receivables
491,190
608,347
Balance at end of period
$
5,276,387
$
1,272,353
Due to the nature of late payment fees, we monitor the credit quality of the receivables based on delinquency status. Late payment fees
receivable were $5,986,271 delinquent and $283,158 current as of December 31, 2024, and $1,758,567 delinquent and $62,435 current
as of December 31, 2023. Both charge-offs and recoveries during the year ended December 31, 2024 and 2023 relating to prior year
loan originations was not material.
Receivables from merchants primarily represent amounts due to us from our long-term lending partners for processing applications
and referring potential consumers to them. Such transactions are settled with the merchant for the full purchase price at the point of
sale and we separately invoice our long-term lending partners for the fees due to us. Expected losses on merchant processing fees
receivable are minimal, therefore, there is no allowance for credit losses recorded.
Receivables from originating partner represents amounts due to us from our originating partner that will be used to settle outstanding
merchant accounts payable on orders originated by them.
Note 5. Internally Developed Intangible Assets
As of December 31, 2024 and 2023, internally developed intangible assets, net, consisted of the following:
2024
2023
Internally developed intangible assets, gross
5,064,091
3,742,236
Less accumulated amortization
(2,622,480)
(1,843,766)
Internally developed intangible assets, net
$
2,441,611
$
1,898,470
Amortization expense relating to internally developed intangible assets was $857,798 and $666,104 for the years ended December
31, 2024 and 2023, respectively, and is recorded within general and administrative on the consolidated statements of operations and
comprehensive income.
Note 6. Merchant Accounts Payable
Merchant accounts payable represents amounts owed to merchants related to orders placed on the Sezzle Platform.
Merchants have the ability to enroll, subject to our approval, into the Delayed Settlement Incentive Program (“DSIP”), which allows
merchants to delay payment from us in exchange for daily incentive payments. Within merchant accounts payable, $49,291,861 and
$53,616,718 were recorded within the DSIP balance as of December 31, 2024 and 2023, respectively. The average annual percentage
yield and related interest expense was 4.89% and $2,515,231, and 4.31% and $2,587,908 for the years ended December 31, 2024 and
2023, respectively. Effective December 20, 2024, all delayed payments retained in the program bore daily incentive payments at a
fixed rate of 4.50% on an annual basis, compounding daily.
Delayed payments are due on demand, up to $250,000 during any seven day period, at the request of the merchant. Any request
larger than $250,000 is processed within seven to ten days. We reserve the right to impose additional limits on the program and make
changes to the program without notice or limits. These limits and changes to the program can include but are not limited to maximum
balances, withdrawal amount limits, and withdrawal frequency.
82
Note 7. Other Current Liabilities
As of December 31, 2024 and 2023, the balance of other current liabilities on the consolidated balance sheets was comprised of the
following:
2024
2023
Consumer down payments on unpurchased originating partner receivables(1)
$
9,221,006
$
—
Accrued operational expenses
6,725,197
5,341,450
Accrued personnel expenses
8,978,533
5,448,858
Operating lease liabilities
96,200
57,316
Other current liabilities
$
25,020,936
$
10,847,624
(1)
We are the servicer of receivables originated by our originating partner. The balance reported within other current liabilities represents down payments
collected from consumers prior to purchasing the related receivables from our originating partner.
Note 8. Line of Credit
We fund our consumer receivables through the use of a secured line of credit. We had an outstanding principal balance on our line
of credit totaling $105,000,000 and $95,000,000 as of December 31, 2024 and 2023, respectively. Our revolving credit facilities
are secured by a pool of pledged, eligible notes receivable. As of December 31, 2024 and 2023, we had pledged $168,425,520 and
$131,379,797 of eligible gross notes receivable, respectively. We had an unused borrowing capacity of $38,965,811 and $3,534,848 as
of December 31, 2024 and 2023, respectively.
Expenses related to our lines of credit for the years ended December 31, 2024 and 2023 were as follows:
2024
2023
Interest expense on utilization
$
11,247,303
$
13,424,888
Interest expense on unused daily amounts
264,237
106,870
Amortization of debt issuance costs
525,617
732,029
For the years ended December 31, 2024 and 2023, our lines of credit carried an effective annual interest rate of 11.25% and 16.78%,
respectively.
2022 Credit Agreement
On October 14, 2022, we entered into a secured revolving credit facility (the “2022 Credit Agreement”) with Bastion Funding IV,
LLC and other certain lenders. The 2022 Credit Agreement had a borrowing capacity of up to $100,000,000 and a maturity date
of October 14, 2024. The borrowing base was 75% of pledged, eligible notes receivable. Our 2022 Credit Agreement referenced
“Adjusted SOFR,” which was defined as the 3-month Term U.S. Federal Reserve Secured Overnight Financing Rate (“SOFR”) plus
a spread adjustment of 0.262%. The 2022 Credit Agreement carried an interest rate of Adjusted SOFR plus 11.5%, with an Adjusted
SOFR floor rate of 1.0%. Interest on borrowings was due on collection dates as specified in the loan agreement, typically every two
weeks. We incurred an unused facility fee of 0.50% per annum on the difference between the maximum borrowing capacity and the
amount outstanding. We were also required to maintain a minimum outstanding balance of $50,000,000 prior to January 31, 2023, and
$75,000,000 between January 31, 2023 and March 30, 2023. Beginning on March 31, 2023, we were required to maintain a minimum
outstanding balance of $80,000,000.
The 2022 Credit Agreement contained customary representations, warranties, affirmative and negative covenants, financial covenants,
events of default (including upon change of control or upon collateral loss rates exceeding pre-determined levels), and indemnification
provisions in favor of the lenders. The negative covenants included restrictions regarding incurrence or guarantee of additional
indebtedness, incurrence of liens, making investments or other restricted payments, acquiring assets or subsidiaries, selling assets,
paying dividends or distributions, repurchasing or redeeming capital stock, transacting with affiliates, engaging in liquidations or
mergers, and making changes to our credit guidelines or servicing guide, in each case subject to certain exceptions and qualifications.
The financial covenants required us to meet financial tests related to tangible net worth, liquidity, and leverage. We were in compliance
with all of our covenants as of December 31, 2023.
83
2024 Credit Agreement
On April 19, 2024, we entered into a secured revolving credit facility (the “2024 Credit Agreement”) with Bastion Funding VI LP.
The 2024 Credit Agreement has a borrowing capacity of up to $150,000,000 and a maturity date of April 19, 2027. The borrowing
base is 85% of pledged, eligible notes receivable, increased to 90% based on the loss rates of the underlying collateral. Eligible notes
receivable are defined as notes receivable from consumers from the United States or Canada that are less than 30 days past due and fall
within certain term and principal criteria.
Our 2024 Credit Agreement carries an interest rate of SOFR plus 6.75%, with a SOFR floor rate of 2.0%. Interest on borrowings is
due on collection dates as specified in the loan agreement, typically monthly. We incur an unused facility fee of 0.5% per annum on
the difference between the maximum borrowing capacity and the amount of principal outstanding. We are also required to maintain a
minimum outstanding balance of $60,000,000.
The 2024 Credit Agreement contains customary representations, warranties, affirmative and negative covenants, events of default
(including upon change of control or collateral loss rates exceeding pre-determined levels), and indemnification provisions in favor
of the lenders. The negative covenants limit our ability to incur or guarantee additional indebtedness; make investments or other
restricted payments; acquire assets or form or acquire subsidiaries; create liens; sell assets; pay dividends or make other distributions
or repurchase or redeem capital stock; engage in certain transactions with affiliates; enter into agreements that restrict the creation or
incurrence of liens other than liens securing the new 2024 Credit Agreement and related documents; engage in liquidations, mergers,
or consolidations; and make any material amendment, modification, or supplement to our credit guidelines or servicing guide, in each
case subject to certain exceptions and qualifications. We are also subject to financial covenants, which require us to meet financial tests
related to collection rates, default rates, leverage, tangible net worth, and liquidity. We were in compliance with all of our covenants as
of December 31, 2024.
In connection with entering into the 2024 Credit Agreement, we recognized a $259,706 loss on the extinguishment of our 2022 Credit
Agreement primarily related to unamortized debt issuance costs.
Note 9. Warrants
On October 14, 2022, in connection with entering into the 2022 Credit Agreement, we issued our lenders warrants to purchase
up to 54,610 shares of our common stock as consideration for the revolving credit facility. These warrants were exercisable until
October 14, 2029 at an exercise price of A$18.62 per share. The warrants were denominated in Australian dollars and therefore were
not considered indexed to the Company’s stock given our functional currency is the U.S. dollar. Therefore, we recognized the warrants
as a liability on the consolidated balance sheets and revalued the warrants to their fair value as of each reporting date.
On February 23, 2024, in connection with our delisting from the ASX, we amended the strike price of all outstanding warrants
originally denominated in Australian dollars to U.S. dollars. As a result of the amendment, the warrants were no longer subject to
foreign currency fluctuations and became considered indexed directly to our stock price and, on the date of amendment, we converted
the warrants from a liability to stockholders’ equity within the consolidated balance sheets. The amount converted totaled $2,228,813.
Prior to converting our warrant liabilities, we revalued them to their fair value as of each reporting date using a Black-Scholes
valuation model, which is calculated using Level 3 inputs. The primary unobservable input used in determining the fair value of the
warrant liabilities is the expected volatility of our common stock. On the conversion date, we revalued the warrants using the Black-
Scholes valuation model using a risk-free interest rate of 4.2%, expected volatility of 139.1%, and an expected life of 5.6 years,
resulting in an estimated fair value of $40.81 per warrant.
84
The activity related to our warrant liabilities during the years ended December 31, 2024 and 2023 was as follows:
2024
2023
Balance at beginning of period
$
967,257
$
511,295
Fair value remeasurement loss
1,261,556
455,962
Conversion of warrant liabilities to stockholders’ equity
(2,228,813)
—
Balance at end of period
$
—
$
967,257
The fair value remeasurement loss was recognized within other income (expense) on the consolidated statements of operations and
comprehensive income.
As of December 31, 2023, the weighted average exercise price for the warrants was $12.69. During the year ended December 31,
2024, all 54,610 warrants were exercised into 50,198 shares of common stock, with 4,412 shares withheld to cover the exercise price
on certain exercises during the period. As of December 31, 2024, we had no warrants outstanding. No warrants were cancelled during
the year ended December 31, 2024.
Note 10. Income Taxes
The components of income before taxes for the years ended December 31, 2024 and 2023 are as follows:
2024
2023
United States
$
64,783,058
$
6,949,525
International
2,534,088
759,984
Total
$
67,317,146
$
7,709,509
The components of income tax (benefit) expense for the years ended December 31, 2024 and 2023 are as follows:
2024
2023
Current tax expense
Federal
$
2,869,487
$
421,237
Foreign
831,823
—
State
1,998,840
190,250
Total current tax expense
5,700,150
611,487
Deferred tax expense
Federal
(13,418,365)
—
Foreign
(19,552)
—
State
(3,467,398)
—
Total deferred tax expense
(16,905,315)
—
Income tax (benefit) expense
$
(11,205,165)
$
611,487
85
The components of the net deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows:
2024
2023
Deferred tax assets:
Net operating loss carryforwards
$
7,927,557
$
21,713,610
Allowance for credit losses
7,690,645
3,141,395
Equity based compensation
865,427
802,100
Research and experimental expenditures
734,640
412,699
Lease liability
246,043
285,415
Startup costs
7,285
8,339
Accruals
1,668,260
922,553
Nondeductible interest
2,070,071
5,691,795
Other
61,293
60,819
Total net deferred tax assets
21,271,221
33,038,725
Valuation allowance
(3,741,900)
(32,450,807)
Deferred tax liabilities:
Depreciation and amortization
(394,773)
(291,252)
Right-of-use asset
(229,233)
(296,666)
Total net deferred tax liabilities
(624,006)
(587,918)
Net deferred tax asset (liability)
$
16,905,315
$
—
A reconciliation of our provision for income taxes at the federal statutory rate to the reported income tax provision for the years ended
December 31, 2024 and 2023 are as follows:
2024
2023
Computed "expected" tax benefit
21.0 %
21.0 %
State income tax benefit, net of federal tax effect
3.5
5.8
Nondeductible equity based compensation
(1.8)
10.2
Other permanent differences
1.2
1.7
Change in valuation allowance
(41.9)
(30.9)
Foreign rate differentials and other
1.4
0.1
Income tax (benefit) expense
(16.6) %
7.9 %
As of December 31, 2024, we had federal, state tax effected, and foreign net operating loss carryforwards of approximately
$15,330,635, $966,225, and $16,277,680, respectively. The federal net operating loss carryforwards have an indefinite life and may
be used to offset 80% of a future year’s taxable income. The state net operating losses will carryforward for between 5 years and
indefinitely and begin to expire in 2027.
Our ability to utilize a portion of our net operating loss carryforwards to offset future taxable income is subject to certain limitations
under Section 382 of the Internal Revenue Code due to changes in our equity ownership. We do not believe an ownership change
under Section 382 has occurred.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be
generated to permit use of existing deferred tax assets. During the year ended December 31, 2024, we identified significant pieces of
positive evidence, including our three-year cumulative taxable income, which is objective and verifiable, and consideration of our
expected future taxable income. Based on our assessment, we concluded that it is more likely than not that our U.S. federal and state
deferred tax assets are realizable and, as a result, released the valuation allowance recorded against U.S. federal and state deferred tax
assets. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income
during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer
present and additional weight is given to subjective evidence such as our projections for growth.
86
As of December 31, 2024, we maintained a valuation allowance of $3,741,900 recorded against foreign deferred tax assets. The
change in valuation allowance was ($28,708,907) and ($2,417,403) for the years ended December 31, 2024 and 2023, respectively.
We file income tax returns in U.S. federal and state jurisdictions, Canada, and certain countries in Europe. We do not believe a material
uncertain tax position exists as of December 31, 2024. Based on our assessment of many factors, including past experience and
complex judgements about future events, we do not currently anticipate significant changes in our uncertain tax positions over the
next 12 months. In connection with the adoption of the referenced provisions, we recognize interest and penalties accrued related to
unrecognized tax benefits in income tax expense. As of December 31, 2024, we had no accrued interest and penalties. Our federal and
state tax returns are open for review going back to the 2021 tax year.
We have determined that our foreign earnings are expected to be indefinitely reinvested in the foreseeable future, and therefore, no
deferred tax liability has been recognized on these earnings.
Note 11. Commitments and Contingencies
Loan Commitments
On September 27, 2024, we entered into a five-year strategic partnership program with our originating partner by executing a Loan
and Receivables Sale Agreement and Marketing and Servicing Agreement, effective September 27, 2024. We have a direct obligation
to purchase receivables extended to consumers by our originating partner. During the year ended December 31, 2024, the total order
value of loans purchased from our originating partner was $709,171,582, and the carrying value of the receivables on those purchases
totaled $519,821,979. As of December 31, 2024, the total order value of loans we had an obligation to purchase from our originating
partner was $34,585,116, and the carrying value of the receivables on those obligations totaled $25,364,110.
Note 12. Stockholders’ Equity
Repurchase of Common Stock
We retain a portion of shares issuable in satisfaction of vested restricted stock units to cover minimum statutory withholding
tax obligations for employees. As of December 31, 2024, we had withheld 175,153 shares at a value totaling $9,390,893. As of
December 31, 2023, we had withheld 128,689 shares at a value totaling $5,755,961. We recognize these amounts as treasury stock, at
cost, within the consolidated balance sheets as a reduction to stockholders’ equity.
Repurchase and Retirement of Common Stock
During the year ended December 31, 2024, we repurchased 294,959 shares in the open market under our stock repurchase plans, as
described in our Current Reports on Form 8-K filed on December 22, 2023 and June 24, 2024, at a value totaling $19,984,947. All
shares repurchased under our stock repurchase plans were subsequently retired. We recognized the repurchase amounts in excess
of par as a reduction to additional paid-in capital (based on the pro rata portion of additional paid-in capital on the same issue) and
accumulated deficit.
87
Note 13. Equity Based Compensation
We issue incentive and non-qualified stock options, restricted stock units, and restricted stock awards to employees and non-
employees with vesting requirements varying from six months to four years. We utilize the Black-Scholes valuation model for valuing
stock option issuances and the grant date fair value for valuing restricted stock issuances.
Equity based compensation expense, including vesting of restricted stock units, totaled $5,192,603 and $6,933,718 for the years ended
December 31, 2024 and 2023, respectively. Equity based compensation expense is recorded within personnel on the consolidated
statements of operations and comprehensive income.
2016 Employee Stock Option Plan
We adopted the 2016 Employee Stock Option Plan on January 16, 2016. The number of awards authorized for issuance under the
plan was 263,158. We had 47,496 and 61,292 options issued and outstanding under the plan as of December 31, 2024 and 2023,
respectively. We had no restricted stock awards issued and outstanding as of December 31, 2024 and 2023. During the years
ended December 31, 2024 and 2023, 13,269 and 16,768 options were exercised into 13,269 and 16,343 shares of common stock,
respectively. The differences between options exercised and common stock issued are due to shares withheld to cover exercise costs.
2019 Equity Incentive Plan
We adopted the 2019 Equity Incentive Plan on June 25, 2019. The number of awards authorized for issuance under the plan was
684,211. We had 118,642 and 186,739 options issued and outstanding as of December 31, 2024 and 2023, respectively. We had no
restricted stock units issued and outstanding as of December 31, 2024 and 2023. During the year ended December 31, 2024, 63,312
options were exercised into 60,812 shares of common stock. During the year ended December 31, 2023, no options were exercised.
The differences between options exercised and common stock issued are due to shares withheld to cover exercise costs.
2021 Equity Incentive Plan
We adopted the 2021 Equity Incentive Plan on June 15, 2021. The number of awards authorized for issuance under the plan as of
December 31, 2024 was 1,241,665. As of December 31, 2024 and 2023, we had 16,210 and 5,675 options issued and outstanding,
respectively. We had 315,365 and 353,971 restricted stock units issued and outstanding as of December 31, 2024 and 2023,
respectively. During the year ended December 31, 2024, 1,440 options were exercised into 1,440 shares of common stock. During the
year ended December 31, 2023, no options were exercised.
The following tables summarize the options issued, outstanding, and exercisable under our equity based compensation plans as of
December 31, 2024 and 2023:
For the year ended December 31, 2024
Number of
Options
Weighted Average
Exercise Price
Intrinsic Value
Weighted Average
Remaining Life
Outstanding, beginning of year
253,706
$
62.01
$
1,146,614
5.85
Granted
12,045
68.26
—
—
Exercised
(75,521)
53.85
8,845,013
—
Canceled
(7,882)
136.89
—
—
Outstanding, end of year
182,348
62.57
35,742,964
5.07
Exercisable, end of year
169,493
61.47
33,424,576
4.78
Expected to vest, end of year
12,855
$
77.06
$
2,318,388
8.91
88
For the year ended December 31, 2023
Number of
Options*
Weighted Average
Exercise Price*
Intrinsic Value
Weighted Average
Remaining Life
Outstanding, beginning of year
296,650
$
59.28
$
686,035
6.14
Granted
—
—
—
—
Exercised
(16,343)
1.90
203,269
—
Canceled
(26,601)
72.85
—
—
Outstanding, end of year
253,706
62.01
1,146,614
5.85
Exercisable, end of year
232,041
56.42
1,139,545
5.72
Expected to vest, end of year
21,665
$
121.85
$
7,069
7.30
*
Effective May 11, 2023, we performed a 1-for-38 reverse stock split. Share amounts have been retroactively restated.
The following table represents the assumptions used for estimating the fair values of stock options granted to our employees,
contractors, and non-employees under the Black-Scholes valuation model. The risk-free interest rate is based on the U.S. Treasury
yield curve in effect on the grant date:
2024
2023
Risk-free interest rate
4.37%
0.00%
Expected volatility
140.69%
0.00%
Expected life (in years)
6.00
0.00
Weighted average estimated fair value of options granted
$63.19
$—
Restricted stock award and restricted stock unit transactions during the years ended December 31, 2024 and 2023 are summarized as
follows:
For the year ended December 31, 2024
For the year ended December 31, 2023
Number of Shares
Weighted Average
Grant Date
Fair Value
Number of
Shares*
Weighted Average
Grant Date
Fair Value*
Unvested shares, beginning of year
356,603
$
21.32
342,940
$
30.02
Granted
134,601
71.94
356,679
18.00
Vested
(143,398)
32.96
(293,878)
25.09
Forfeited or surrendered
(32,441)
34.18
(49,138)
35.35
Unvested shares, end of year
315,365
$
47.22
356,603
$
21.32
*
Effective May 11, 2023, we performed a 1-for-38 reverse stock split. Share amounts have been retroactively restated.
During the year ended December 31, 2024, employees and non-employees received restricted stock units totaling 133,451 and
restricted stock awards totaling 1,150. Vesting of restricted stock units totaled 140,766. The shares underlying the restricted stock units
granted in 2024 were assigned a weighted average fair value of $71.94 per share, for a total value of $9,683,196. The restricted stock
issuances are scheduled to vest over four years.
During the year ended December 31, 2023, employees and non-employees received restricted stock units totaling 354,047 and
restricted stock awards totaling 2,632. Vesting of restricted stock units totaled 293,878. The shares underlying the restricted stock units
granted in 2023 were assigned a weighted average fair value of $18.00 per share, for a total value of $6,420,222. The restricted stock
issuances are scheduled to vest over a range of one to four years.
As of December 31, 2024, the total compensation cost related to non-vested awards not yet recognized is $11,713,478 and is expected
to be recognized over the weighted average remaining recognition period of approximately 2.8 years. As of December 31, 2023,
the total compensation cost related to non-vested awards not yet recognized is $7,508,560 and is expected to be recognized over the
weighted average remaining recognition period of approximately 2.5 years.
89
Note 14. Employee Benefit Plan
During the years ended December 31, 2024 and 2023, we sponsored a defined contribution 401(k) plan for eligible U.S. employees.
Participants in the plan can elect to defer a portion of their eligible compensation, on a pre- or post-tax basis, subject to annual
statutory contribution limits. During the years ended December 31, 2024 and 2023, we also sponsored a defined contribution
Registered Retirement Savings Plan (“RRSP”) for eligible Canadian employees. Participants in the RRSP can elect to defer a portion
of their eligible compensation on a pre-tax basis, subject to annual statutory contribution limits. Assets under both plans are held
separately from ours in funds under the control of a third-party trustee.
We match employee contributions on a dollar-for-dollar basis, up to six percent of their eligible compensation under both plans.
During the years ended December 31, 2024 and 2023, we incurred expenses of $1,572,317 and $1,347,195, respectively, related
to matching contributions. Such expenses were recorded within personnel in the consolidated statements of operations and
comprehensive income.
Note 15. Net Income Per Share
Basic net income per share is computed by dividing net income for the period by the weighted-average number of shares outstanding
during the period, including repurchases carried as treasury stock. Diluted net income per share is computed by dividing net income
by the weighted-average number of shares outstanding adjusted for the dilutive effect of all potential shares of stock, including the
exercise of employee stock options, assumed vesting of restricted stock units, and exercise of warrants (if dilutive). Diluted net income
per share was computed using the treasury stock method for warrants, stock options, and restricted stock units.
The following table presents the calculation of basic and diluted net income per share:
For the years ended December 31,
2024
2023
Numerator:
Net income
$
78,522,311
$
7,098,022
Denominator*:
Basic shares:
Weighted-average shares outstanding
5,618,497
5,606,087
Diluted shares:
Stock options
112,891
66,841
Restricted stock units
250,407
—
Warrants
—
5,599
Weighted-average shares outstanding
5,981,795
5,678,527
Net income per share:
Basic
$
13.98
$
1.27
Diluted
$
13.13
$
1.25
*
Effective May 11, 2023, we performed a 1-for-38 reverse stock split. Share amounts have been retroactively restated.
Because their effect would have been anti-dilutive, 31,132 and 301,465 shares were excluded from the denominator of diluted net
income per share for the years ended December 31, 2024 and 2023, respectively.
90
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2024, Sezzle conducted an evaluation, under supervision and with the participation of management, including the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act).
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and
15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed
by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods
specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal financial officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our internal controls over financial reporting as of December 31, 2024. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
“Internal Control — Integrated Framework (2013).” Based on this assessment, management believes that, as of December 31, 2024,
our internal control over financial reporting was effective based on those criteria.
Changes in Internal Control Over Financial Reporting
As of December 31, 2024, our management, with the participation of our Principal Executive Officer and Principal Financial Officer,
evaluated our internal control over financial reporting. Based on that evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that no changes in our internal control over financial reporting occurred during the year ended December
31, 2024 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Independent Registered Accountant’s Internal Control Attestation
This Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to applicable law.
91
ITEM 9B. OTHER INFORMATION
Rule 10b5-1(c) and/or non-Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2024, none of the officers (as defined in Exchange Act Rule 16a-1(f)) or directors of the
Company adopted or terminated a “Rule 10b5-1 trading arrangement,” (as defined in Item 408(a) of Regulation S-K) intended to
satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement, except as
follows:
On September 16, 2024, Mr. Paradis' spouse entered into a Rule 10b5-1 trading arrangement (the "Spousal Plan") that was intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). The Spousal Plan provides for the potential sale of up to 55,500 shares of
the Company's common stock, between an estimated start date of January 2, 2025, until termination of the Spousal Plan on September
12, 2025, or earlier if all transactions under the Spousal Plan are completed. The Spousal Plan was amended on December 2, 2024 (the
"Amended Spousal Plan") to reduce the number of shares of Company's common stock subject to the Spousal Plan to 12,000 shares of
Company common stock, with an estimated start date of April 1, 2025, until termination of the Amended Spousal Plan on September
12, 2025. As of the date hereof, no shares of Common Stock have been sold under the Amended Spousal Plan.
On December 3, 2024, Amin Sabzivand, the Company’s Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement (the
“Sabzivand Plan”) that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Sabzivand Plan provided
for the potential sale of 10,000 shares of common stock of the Company, between an estimated start date of February 26, 2025,
until termination of the Sabzivand Plan on August 29, 2025, or earlier if all transactions under the Sabzivand Plan were completed.
The Sabzivand Plan was terminated on December 6, 2024 and a new Rule 10b5-1 trading arrangement was executed (the “Updated
Sabzivand Plan”) for the potential sale of up to 17,000 shares of Company common stock, with an estimated start date of March
10, 2025 until termination of the Updated Sabzivand Plan on September 30, 2025, or earlier if all transactions under the Updated
Sabzivand Plan are completed. The Updated Sabzivand Plan is intended to satisfy the defense conditions of Rule 10b5-1(c). As of the
date hereof, no shares of common stock have been sold under the Updated Sabzivand Plan.
However, our directors and executive officers may adopt 10b5-1 Plans or non-Rule 10b5-1 trading arrangements in the future.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
92
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference from our Proxy Statement for our 2025 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after December 31, 2024.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from our Proxy Statement for our 2025 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after December 31, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from our Proxy Statement for our 2025 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after December 31, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference from our Proxy Statement for our 2025 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after December 31, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from our Proxy Statement for our 2025 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after December 31, 2024.
93
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Form 10-K:
Financial Statements
Our consolidated financial statements are found in the "Index to Consolidated Financial Statements" under Part II, Item 8 of this
Annual Report.
Financial Statement Schedules
All schedules have been omitted because the required information is not present or not present in amounts sufficient to require
submission of the schedules, or because the information required is included in Part II, Item 8 of this Annual Report.
Exhibits
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File Number
File Date
Herewith
3.1
Fifth Amended and Restated Certificate of Incorporation
8-K
001-41781
11/22/2024
3.2
Third Amended and Restated Bylaws
10-12G/A
000-56267
10/25/2021
4.1
Description of Capital Stock
X
10.1
Revolving Credit and Security Agreement dated as of April
19, 2024 among Sezzle Funding SPE II, LLC, the lenders
from time to time party thereto and Bastion Funding VI LP, as
administrative agent.
8-K
001-41781
4/22/2024
10.2
Amendment No. 1 to Revolving Credit and Security Agreement
10-Q
001-41781
11/8/2024
10.3
Amendment No. 2 to Revolving Credit and Security Agreement
10-Q
001-41781
11/8/2024
10.4
Pledge and Guaranty Agreement dated as of April 19, 2024 by
and between Sezzle Funding SPE II Parent, LLC, as pledgor, and
Bastion Funding VI LP, in its capacity as administrative agent.
8-K
001-41781
4/22/2024
10.5
Limited Guaranty and Indemnity Agreement dated as of April
19, 2024 by Sezzle Inc. for the benefit of Bastion Funding VI LP,
in its capacity as administrative agent.
8-K
001-41781
4/22/2024
10.6
Amendment No. 1 to Limited Guaranty and Indemnity
Agreement
8-K
001-41781
6/24/2024
10.7
Amendment No. 2 to Limited Guaranty and Indemnity
Agreement
X
10.8
Amended and Restated Loan and Receivables Sale Agreement
10-Q
001-41781
11/8/2024
10.9
Amended and Restated Marketing and Servicing Agreement
10-Q
001-41781
11/8/2024
10.10
Form of Warrant Agreement
8-K
000-56267
10/18/2022
10.11
Office Lease by and between 601 Minnesota MT LLC and
Sezzle Inc., dated June 9, 2023.
10-K
001-41781
2/29/2024
10.12
Form of Indemnification Agreement
10-K
001-41781
2/29/2024
10.13
Form of Director Agreement
10-12G/A
000-56267
10/25/2021
10.14
Employment Agreement between Sezzle Inc. and Charles
Youakim, dated June 20, 2019 #
10-12G/A
000-56267
10/25/2021
10.15
Employment Agreement between Sezzle Inc. and Paul Paradis,
dated June 20, 2019 #
10-12G/A
000-56267
10/25/2021
10.16
Employment Agreement between Sezzle Inc. and Karen Hartje,
dated June 20, 2019 #
10-12G/A
000-56267
10/25/2021
10.17
Sezzle 2016 Employee Stock Option Plan #
10-12G/A
000-56267
10/25/2021
10.18
Sezzle 2019 Equity Incentive Plan #
10-12G
000-56267
4/13/2021
10.19
Sezzle 2021 Equity Incentive Plan #
10-12G/A
000-56267
10/25/2021
10.20
Form of Notice of Option Award #
X
10.21
Form of Notice of RSU Award #
X
10.22
Agreement for B Corporation Certification dated as of March 22,
2021 by and between Sezzle Inc. and B Lab Company
10-12G/A
000-56267
10/25/2021
94
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File Number
File Date
Herewith
10.23
Form of Proprietary Information, Inventions, Non-Competition
and Non-Solicitation Agreement
10-12G/A
000-56267
10/25/2021
19.1
Securities Trading Policy
X
21.1
Subsidiaries of Registrant
X
23.1
Consent of Baker Tilly US, LLP, independent registered public
accountants
X
24.1
Powers of Attorney (see signature page hereto)
X
31.1
Certification of the Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of the Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
X
32.1
Certification of the Chief Executive Officer as Adopted Pursuant
to 18 U.S.C. Section 1350 Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
X
32.2
Certification of the Chief Financial Officer as Adopted Pursuant
to 18 U.S.C. Section 1350 Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
X
97.1
Clawback Policy - Executive Officers
X
101.INS
XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
X
#
Indicates a management contract or compensation plan, contract, or arrangement.
95
ITEM 16. FORM 10-K SUMMARY
None.
96
SIGNATURES
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 thereunto duly authorized.
SEZZLE INC.
Dated: February 27, 2025
By:
/s/ Charles Youakim
Charles Youakim
Chief Executive Officer and Chairman
(Principal Executive Officer)
Dated: February 27, 2025
By:
/s/ Karen Hartje
Karen Hartje
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Each of the undersigned hereby appoints Charles Youakim and Karen Hartje, and each of them (with full power to act alone), as
attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to
sign and file with the Securities and Exchange Commission under the Securities Act of 1934, any and all amendments and exhibits
to this annual report on Form 10-K and any and all applications, instruments, and other documents to be filed with the Securities and
Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power and authority to do
and perform any and all acts and things whatsoever requisite and necessary or desirable.
Signature
Title
Date
/s/ Kyle Brehm
Non-Executive Director
February 27, 2025
Kyle Brehm
/s/ Stephen East
Non-Executive Director
February 27, 2025
Stephen East
/s/ Karen Hartje
Chief Financial Officer
February 27, 2025
Karen Hartje
(Principal Financial Officer)
/s/ Justin Krause
SVP of Finance and Financial Controller
February 27, 2025
Justin Krause
(Principal Accounting Officer)
/s/ Paul Paradis
President and Executive Director
February 27, 2025
Paul Paradis
/s/ Karen Webster
Non-Executive Director
February 27, 2025
Karen Webster
/s/ Charles Youakim
Chief Executive Officer and Chairman
February 27, 2025
Charles Youakim
(Principal Executive Officer)
97
2 0 2 4 A N N U A L R E P O R T