Sezzle Inc.

There have been no material changes to the risk factors described in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, except as follows:

Our applications for a national bank charter and federal deposit insurance may be delayed, denied, or approved subject to conditions, and even if approved, we may not realize the anticipated benefits of operating a bank.

On October 22, 2026, we submitted an application to the Office of the Comptroller of the Currency (the “OCC”) to charter a de novo national bank, Sezzle Bank, N.A. (the “Bank”), and an application to the Federal Deposit Insurance Corporation (the “FDIC”) for deposit insurance. We also expect to apply to the Board of Governors of the Federal Reserve System for approval for Sezzle Inc. to become a bank holding company. Regulatory approval of these applications is subject to a number of requirements, including minimum capital and liquidity requirements, compliance and risk management requirements, management and governance standards, and a determination that the Bank’s proposed activities are legally permissible, among others. The applications are also subject to public comment, and third parties may oppose them. Our applications may be denied, regulatory approval may be delayed or subject to conditions that we are unable or unwilling to satisfy, and there may be changes in applicable laws, regulatory policy, or supervisory expectations, including as a result of changes in agency priorities, that affect the review of our applications or the Bank’s operations. The Bank will not commence operations unless and until all required approvals are received and any conditions are satisfied, and until then we will continue to rely on our existing bank partner relationships.

If the Bank opens, it will be subject to extensive regulation, supervision, and examination by the OCC and the FDIC, and will introduce additional operational complexity, including the need to build and maintain bank-specific infrastructure, risk management, compliance, and reporting capabilities. Establishing and operating the Bank will require us to contribute significant capital to the Bank and is likely to result in other new costs, which may be significant and could reduce or offset some or all of the anticipated benefits of the bank charter. In addition, we have incurred, and will continue to incur, costs in pursuing the charter, which we may not recover if our applications are not approved or if we decide not to pursue them. For these and other reasons, we may be unable to fully realize the benefits, efficiencies, cost reductions, or funding advantages that we expect from obtaining a bank charter, and our business, financial condition, and results of operations may be adversely affected.