Sezzle Inc.

DEF 14A 1 a2025def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

SEZZLE INC.

(Name of Registrant as Specified in Its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Letter from our Executive Chairman and Chief Executive Officer

Dear Fellow Shareholders,

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 Pay TM. 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.

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.

Sincerely,

Charles Youakim

Executive Chairman and Chief Executive Officer

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

TUESDAY, JUNE 10, 2025 AT 5:00 P.M. (U.S. EASTERN TIME)

TO THE STOCKHOLDERS OF SEZZLE INC.:

Please take notice that the Annual Meeting of Stockholders (the “Annual Meeting”) of Sezzle Inc. (the “Company”) will be held on Tuesday, June 10, 2025 at 5:00 p.m. (US Eastern Time), via virtual meeting conducted exclusively online via live webcast at https://meetnow.global/WYDZ6MW, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1. The election of five directors named in the Proxy Statement to serve until the next annual election and their successors are duly elected and qualified;

2. The ratification of the Audit & Risk Committee's selection of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. Advisory vote to approve executive compensation; and

4. The transaction of any other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.

Pursuant to due action of the Board of Directors, stockholders of record on Monday, April 21, 2025 at 5:00 p.m. (US Eastern Time) will be entitled to vote at the Annual Meeting or any postponements or adjournments thereof.

This Notice is accompanied by a Proxy Statement, Explanatory Notes, a Proxy Form and Voting Instructions Form, which all form part of this Notice.

The Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, each of which is included with this Notice, are also available to you on the Internet. To view the proxy materials on the Internet, visit investors.sezzle.com.

We encourage you to review all of the important information contained in the proxy materials before voting.

By Order of the Board of Directors

Charles Youakim

Executive Chairman and Chief Executive Officer

Minneapolis, Minnesota

April 30, 2025

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2025 AT 5:00 P.M. (U.S. EASTERN TIME)

IMPORTANT INFORMATION

Record Date

You are entitled to notice of, and to vote at, the Meeting (and any adjournment or postponement thereof) if you were a Stockholder on Monday, April 21, 2025 at 5:00 p.m. (US Eastern Time) (the Record Date).

Voting by Proxy

Whether or not you plan to participate in the virtual Meeting, you can ensure that your shares are represented at the Meeting by promptly completing, signing and returning the Proxy Form or voting and submitting your Proxy Form online, in each case in accordance with the instructions on the Proxy Form, as soon as possible. If you later decide to participate in the virtual Meeting, you may withdraw your proxy and vote in person.

Disclaimer

No person is authorized to give any information or make any representation in connection with the subject matter of an item which is not contained in this Notice or its accompanying documents. Any information that is not contained in this Notice or accompanying documents may not be relied on as having been authorized by the Company or the Board.

Electronic Copy

An electronic copy of this Notice and accompanying documents is available on the Company’s website at investors.sezzle.com.

Virtual Meeting

This year’s Annual Meeting will be conducted virtually using an online meeting platform accessible at https://meetnow.global/WYDZ6MW.

Stockholders will not be able to attend the Annual Meeting in person. Stockholders, proxyholders, attorneys and authorized corporate representatives must log into the online Annual Meeting platform to participate in the Meeting. By participating in the Annual Meeting online, you will be able to:

•hear the Meeting discussion and view presentation slides;

•submit written questions while the Meeting is progressing; and

•vote during the Meeting.

We recommend logging into the online platform at least 15 minutes prior to the scheduled start time for the Annual Meeting using the instructions below:

Access: Once the webpage above has loaded into your web browser, click “JOIN MEETING NOW.” Then select Shareholder on the login screen and enter your Control Number, or if you are an appointed proxy, select Invitation and enter your Invite Code.

If you have trouble logging in, contact the virtual hosting company using the telephone number provided at the bottom of the screen.

Important Notice for Non-Registered Holders: Non-registered holders (shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxy will not be able to participate at the meeting. Non-registered holders that wish to attend and participate should follow the instructions on the voting information form and in the management information circular relating to the meeting to appoint and register themselves as proxy, otherwise you will be required to login as a guest.

If you are a guest: Select Guest on the login screen. As a guest, you will be prompted to enter your name and email address. Please note, guests will not be able to ask questions or vote at the meeting.

Online voting will be open between the commencement of the Annual Meeting and the time at which the Chairman announces voting closure.

You may still attend the Annual Meeting virtually if you have completed a Proxy Form, but in that case, you will not vote directly; rather, the person you have appointed as proxy will cast your vote on your behalf.

Stockholders are also encouraged to submit any questions in advance of the Annual Meeting to the Company. Questions must be submitted in writing to the Company by email to investorrelations@sezzle.com at least 48 hours prior to the Annual Meeting.

Stockholders will also have the opportunity to submit written questions during the Annual Meeting in respect to the formal items of business, however it would be preferable for questions to be submitted to the Company in advance of the Meeting. In order to ask a question during the Annual Meeting, please follow the instructions from the Chairman.

The Chairman will attempt to respond to the questions during the Annual Meeting. Stockholders are limited to a maximum of two questions each (including any questions submitted in advance of the Annual Meeting).

IMPORTANT: To assure that your shares are represented at the Annual Meeting, please vote your shares via the Internet or by marking, signing, dating and returning the enclosed proxy card or applicable voting instruction form to the address specified. If you attend the meeting, you may choose to vote in person even if you have previously voted your shares, except that beneficial owners may only instruct their broker, bank or other holder of record to vote on their behalf by following the instructions on the enclosed applicable voting instruction form. Beneficial owners may not vote in person at the Annual Meeting unless a valid proxy has been obtained from their broker, bank or other holder of record, as the case may be, with respect to their ownership interests.

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