Sezzle (SEZL) Proxy filing summary

Executive summary

• First full year under bank sponsorship model; subscription focus restored after On-Demand testing, with subscribers rising from 481,000 in Q1 to nearly 670,000 by year-end, up nearly 40%.

• 2025 net income was $133.1 million, up 70% YoY, and operating cash flow was $209.9 million; monthly app sessions grew 51% YoY in December, and Earn Tab revenue was approximately $1 million monthly.

• 2026 launches included Pay-in-5, Sezzle Mobile, SezzleCash and Sezzle Send; pursuing a national bank charter, subject to regulatory approval, to support product expansion and a scalable foundation.

• Completed a $50 million share repurchase program and announced a new $100 million authorization in 2025; raised 2026 financial guidance multiple times, excluding the contribution from SezzleCash and Sezzle Send.

Voting matters and shareholder proposals

• Virtual annual meeting scheduled for November 19, 2026; September 29, 2026 was the record date, with 33,783,402 common shares entitled to vote.

• Three proposals: elect Kyle Brehm, Stephen East, Bryan Hunt, Paul Paradis and Charles Youakim; ratify PwC for FY2026; and approve executive compensation on an advisory basis. Board recommends FOR each.

• Director elections require a plurality of votes cast; auditor ratification and advisory compensation approval each require a majority of shares represented and entitled to vote.

• Rule 14a-8 proposals for the 2027 annual meeting must reach the Secretary by June 11, 2027; bylaw proposals have a July 22–August 21, 2027 submission window, subject to a meeting-date change.

Board of directors and corporate governance

• Five nominees comprise the Board; Brehm, East and Hunt are independent. East chairs Audit and Risk, Compensation, and Nominating and Corporate Governance committees.

• The Executive Chairman also serves as CEO; the Board supports combined leadership and has not designated a lead independent director.

• The Board met nine times in 2025; all directors attended at least 75% of Board and committee meetings on which they served.

• Committee responsibilities include executive succession planning, director candidate recommendations, Board skills assessment and periodic Board and committee evaluations.