[8-K] Sezzle Inc. Reports Material Event

Rhea-AI Filing Summary

Sezzle Inc. (SEZL) filed an 8-K covering two main items dated 7 Aug 2025.

• Item 1.02 – B Corporation status: The company has chosen not to pursue recertification as a Certified B Corporation with B Lab. The original certification, effective since 22 Mar 2021, expires immediately. Management states the decision stems from an ongoing governance and sustainability review and is not expected to have a material impact on business, operations, or financial condition. No dispute with B Lab was reported.
• Item 2.02 – Q2 2025 results: Sezzle issued a press release (Ex. 99.1) furnishing, but not filing, its second-quarter results for the period ended 30 Jun 2025. Specific financial figures are not included in the 8-K; investors must reference the attached release for details.

No other material definitive agreements, executive changes, or financing activities were disclosed. All statements under Item 2.02 are furnished and thus carry no Section 18 liability. The filing appears neutral from a financial materiality standpoint, though dropping the B Corp label could carry minor ESG perception risks.

Positive

• Timely disclosure of Q2 2025 results via press release supports transparency.

Negative

• Expiration of B Corporation certification could modestly erode ESG credentials and deter sustainability-focused investors.

Insights

Financial & ESG Analyst

TL;DR: Neutral filing—administrative ESG change, earnings press release referenced without numbers.

The loss of Certified B Corp status removes a third-party ESG credential but has no direct financial consequences per management. Investors focused on impact investing may reconsider, yet mainstream shareholders rarely price B Corp status materially. Absent the actual Q2 figures, there is no basis to judge operational momentum. Because the results are only furnished, the company limits potential liability. Overall, I classify the 8-K as informational with minimal valuation impact.

8-K0001662991FALSE00016629912025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

Sezzle Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41781

81-0971660

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

700 Nicollet Mall

Suite 640

Minneapolis, MN 55402

(Address of principal executive offices, including zip code)

+1 (651) 240 6001

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per share			SEZL			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

On August 7, 2025, B Lab Company (“B Lab”) acknowledged the decision by Sezzle Inc. (the “Company”) to forego recertification as a certified B Corporation. The Company’s B Corporation certification will expire effectively immediately.

The Company’s B Corporation certification initially became effective March 22, 2021. The certification required the Company to meet certain standards of social and environmental performance, accountability, and transparency. The certification was subject to a recertification process administered by B Lab every three years. The Company elected to forego recertification as part of its ongoing evaluation of its corporate governance and sustainability initiatives. This decision was not the result of any dispute or disagreement with B Lab. The expiration of the B Corporation certification is not expected to have a material impact on the Company's business, operations, or financial condition.

Item 2.02. Results of Operations and Financial Conditions.

On August 7, 2025, Sezzle Inc. (the “Company”) issued a press release announcing its second quarter financial results for the period ending June 30, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated August 7, 2025
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: August 7, 2025			By:			/s/ Charles Youakim
						Charles Youakim
						Chief Executive Officer

FAQ

Why did Sezzle (SEZL) drop its B Corporation certification?

Management says the decision followed a governance review and was not due to any dispute with B Lab.

When does Sezzle's B Corp status end?

Immediately as of 7 Aug 2025, the date B Lab acknowledged the company’s decision.

Does losing B Corporation status affect Sezzle’s financials?

The 8-K states the expiration is not expected to materially impact business, operations, or financial condition.

Where can I find Sezzle’s Q2 2025 financial numbers?

Detailed figures are in Exhibit 99.1, the press release dated 7 Aug 2025, furnished with the 8-K.

Is the Q2 press release considered 'filed' with the SEC?

No. It is furnished under Item 2.02, avoiding Section 18 liability.