Sezzle Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits
$SEZL
Finance: Consumer Services
Finance
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| WASHINGTON, D.C. 20549 | ||||||||
FORM | ||||||||
| CURRENT REPORT | ||||||||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
Date of Report (Date of earliest event reported): February 19, 2026
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Item 2.02. Results of Operations and Financial Conditions.
On February 25, 2026, Sezzle Inc. (the “Company”) issued a press release announcing its fourth quarter and full year financial results for the period ending December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
In connection with the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”), the Company concluded that it had not appropriately classified purchases and originations of notes receivable, and proceeds from repayments thereof, as “investing activities” within its Consolidated Statements of Cash Flows for the year ended December 31, 2024. The impacts of the restatement for the year ended December 31, 2024, as described above, are reflected in the Consolidated Statements of Cash Flows and had no impact on the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Stockholders’ Equity, or the Notes to the Consolidated Financial Statements. As a result, the Company’s Consolidated Statements of Cash Flows for the following periods (collectively, the “Restated Consolidated Statements of Cash Flows”) should no longer be relied upon: (1) the year ended December 31, 2024, (2) the three months ended March 31, 2024, and 2025, (3) the six months ended June 30, 2024 and 2025, and (4) the nine months ended September 30, 2024 and 2025.
The following table presents the amounts previously reported and a reconciliation of the restatement amounts reported on the restated Consolidated Statements of Cash Flows for the year ended December 31, 2024. The amounts previously reported were derived from our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
For the year ended December 31, 2024 | |||||||||||
| (in thousands) | As previously reported | Restatement impact | As restated | ||||||||
| Discount on notes receivable | $ | — | $ | 460 | $ | 460 | |||||
Notes receivables | (89,289) | 89,289 | — | ||||||||
| Net Cash Provided from Operating Activities | $ | 40,899 | $ | 89,749 | $ | 130,648 | |||||
| Purchases and originations of notes receivable, net of proceeds from repayments | $ | — | $ | (89,749) | $ | (89,749) | |||||
| Net Cash Used for Investing Activities | $ | (1,464) | $ | (89,749) | $ | (91,213) | |||||
On February 19, 2026, management, after discussion with the Company’s independent registered public accounting firm, Baker Tilly US, LLP, and the Audit Committee of the Company’s Board of Directors, determined that the Restated Consolidated Statements of Cash Flows should no longer be relied upon due to the misclassification described above.
The Company has not filed and does not intend to file amendments to its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q containing the Restated Statements of Cash Flows. Investors and others should rely on the financial information and other disclosures regarding the affected periods as described in the 2025 Form 10-K to be filed with the Securities and Exchange Commission (the “SEC”) and in future filings with the SEC (as applicable).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 hereunto duly authorized.
| SEZZLE INC. | ||||||||
| Dated: February 25, 2026 | By: | /s/ Charles Youakim | ||||||
| Charles Youakim | ||||||||
| Chief Executive Officer | ||||||||