Sezzle Inc.

Except as set forth below and discussed in Note 8. Commitments and Contingencies on the accompanying notes to our consolidated financial statements, 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.

On June 9, 2025, we filed a lawsuit against Shopify, Inc., in the U.S. District Court for the District of Minnesota asserting federal and state antitrust violations. The lawsuit alleges that Shopify has been engaging and continues to engage in monopolistic and anticompetitive business practices in order to stifle competition for “buy now, pay later” service options on Shopify’s e-commerce platform. Sezzle is seeking an injunction to prevent Shopify from continuing its anticompetitive conduct and to restore competition and consumer choice. Sezzle is also seeking damages, which could be tripled under applicable laws. Shopify denied the allegations and filed a motion to dismiss the complaint and a hearing on such motion was held on December 8, 2025. On May 11, 2026, the court granted in part and denied in part Shopify’s motion. The court dismissed, without prejudice, Sezzle’s claim of unlawful tying under Section 1 of the Sherman Act and its parallel claim under Minnesota antitrust law to the extent that claim asserts the same tying theory. The court denied the motion in all other respects, and Sezzle’s remaining claims, including its claims of monopolization and attempted monopolization under Section 2 of the Sherman Act, unlawful restraint of trade under Section 1 of the Sherman Act, and its parallel claims under Minnesota antitrust law and the Minnesota Deceptive Trade Practices Act, are proceeding. The outcome of this litigation, including the timing of any resolution, cannot be predicted with certainty.

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.