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Sezzle (SEZL) sets 2026 virtual meeting date and proposal deadlines

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sezzle Inc. (SEZL) announced that its 2026 Annual Meeting of Stockholders will be held virtually via live webcast on November 19, 2026. The company will provide detailed instructions for attending and voting in a forthcoming definitive proxy statement to be filed with the SEC.

Because this date is more than 30 days after the June 10, 2025 prior annual meeting, Sezzle set new deadlines for stockholder actions. Proposals for inclusion in proxy materials under Rule 14a-8 must be received by the Corporate Secretary by the close of business on September 23, 2026. Director nominations or other business under the company’s bylaws must be noticed by September 7, 2026. Stockholders intending to solicit proxies for alternative director nominees under the Universal Proxy Rules (Rule 14a-19) must provide required information by September 20, 2026.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
2026 Annual Meeting date November 19, 2026 Date of Sezzle Inc.’s 2026 Annual Meeting of Stockholders
Prior Annual Meeting date June 10, 2025 Date of Sezzle Inc.’s 2025 Annual Meeting of Stockholders
Rule 14a-8 proposal deadline September 23, 2026 Deadline for stockholder proposals for inclusion in 2026 proxy materials
Bylaw notice deadline for nominations/other business September 7, 2026 Advance notice deadline under Section 2.4 of the Bylaws for the 2026 meeting
Universal proxy information deadline September 20, 2026 Deadline to provide additional information required by Rule 14a-19
Advance notice period 10 days Deadline is ten days after first public disclosure of the Annual Meeting date
Principal executive offices 700 Nicollet Mall, Suite 640, Minneapolis, Minnesota 55402 Address for delivery of proposals and notices to the Corporate Secretary
Annual Meeting of Stockholders regulatory
"its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held"
Rule 14a-8 regulatory
"pursuant to Rule 14a-8 under the Securities Exchange Act of 1934"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
advance notice provisions regulatory
"In accordance with the advance notice provisions of the Company’s Amended"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.
Universal Proxy Rules regulatory
"stockholders who intend to solicit proxies in support of director nominees"
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
Rule 14a-19 regulatory
"must also comply with the requirements of Rule 14a-19 under the Exchange Act"
Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.
forward-looking statements regulatory
"contains a number of forward-looking statements. Forward-looking statements generally"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

When will Sezzle Inc. (SEZL) hold its 2026 Annual Meeting of Stockholders?
Sezzle Inc. will hold its 2026 Annual Meeting of Stockholders on November 19, 2026. The meeting will be conducted exclusively online via live webcast, with additional attendance and voting details to be provided in the company’s definitive proxy statement filed with the SEC.

How will Sezzle Inc. (SEZL) conduct the 2026 Annual Meeting?
The 2026 Annual Meeting of Sezzle Inc. will be held exclusively online via live webcast. Instructions for virtually attending the meeting and voting shares will be included in the company’s definitive proxy statement for the Annual Meeting.

What is the deadline for SEZL stockholder proposals under Rule 14a-8 for the 2026 meeting?
Stockholder proposals for inclusion in Sezzle Inc.’s 2026 proxy materials under Rule 14a-8 must be received by the Corporate Secretary at the company’s Minneapolis principal executive offices by the close of business on September 23, 2026.

What is the deadline to submit director nominations or other business for Sezzle (SEZL)?
Under Sezzle Inc.’s bylaws, stockholders must deliver written notice of director nominations or other business for the 2026 Annual Meeting by September 7, 2026, which is ten days after the public disclosure of the meeting date.

What is the universal proxy (Rule 14a-19) deadline for Sezzle Inc. (SEZL)?
Stockholders planning to solicit proxies for director nominees other than Sezzle Inc.’s nominees must meet Rule 14a-19 requirements by ensuring any additional required information is received by the Corporate Secretary no later than September 20, 2026.

Why did Sezzle Inc. (SEZL) set special deadlines for the 2026 Annual Meeting?
The 2026 Annual Meeting date of November 19, 2026 is more than 30 days after the prior annual meeting held on June 10, 2025. As a result, Sezzle established specific deadlines for Rule 14a-8 proposals, bylaw notices, and universal proxy compliance.

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8-K0001662991FALSE00016629912026-08-282026-08-28

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 28, 2026

Sezzle Inc.
(Exact name of registrant as specified in its charter)

Delaware001-4178181-0971660
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per shareSEZLThe 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 8.01. Other Events

On August 28, 2026, Sezzle Inc. (the “Company”) announced that its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Thursday, November 19, 2026. The Annual Meeting will be conducted exclusively online via live webcast. Additional details regarding the Annual Meeting, including instructions for attending and voting, will be included in the Company’s definitive proxy statement for the Annual Meeting, to be filed with the Securities and Exchange Commission (the “SEC”).

Because the date of the Annual Meeting is more than 30 days from the anniversary of the Company’s 2025 Annual Meeting of Stockholders, which was held on June 10, 2025, the Company is providing the deadlines set forth below for the submission of stockholder proposals and director nominations for the Annual Meeting.

Stockholder Proposals for Inclusion in the Proxy Statement (Rule 14a-8)

Stockholders who wish to have a proposal considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must ensure that such proposal is received by the Company’s Corporate Secretary at the Company’s principal executive offices, 700 Nicollet Mall, Suite 640, Minneapolis, Minnesota 55402, no later than the close of business on September 23, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials for the Annual Meeting. Any such proposal must also comply with all applicable requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, in order to be eligible for inclusion in the Company’s proxy materials for the Annual Meeting.

Director Nominations and Other Stockholder Proposals (Advance Notice Under the Bylaws)

In accordance with the advance notice provisions of the Company’s Amended and Restated Bylaws (the “Bylaws”), stockholders who wish to nominate a candidate for election as a director or to bring other business before the Annual Meeting (other than a proposal submitted for inclusion in the Company’s proxy materials pursuant to Rule 14a-8) must deliver timely written notice to the Company’s Corporate Secretary at the Company’s principal executive offices. To be timely for the Annual Meeting, in accordance with Section 2.4 of the Bylaws, such notice must be delivered on or before September 7, 2026, which is ten days after the day on which the date of the Annual Meeting is first disclosed in a public announcement. Any such notice must also comply with the informational and other requirements set forth in the Bylaws.

Universal Proxy Rules (Rule 14a-19)

In addition to satisfying the requirements of the Bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the requirements of Rule 14a-19 under the Exchange Act. To the extent any information is required by Rule 14a-19 that is not required under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must ensure that information is received by the Company’s Corporate Secretary at the Company’s principal executive offices no later than September 20, 2026, which is the later of 60 calendar days prior to the date of the Annual Meeting and the 10th calendar day following the day on which the Company first publicly announced the date of the Annual Meeting.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains a number of forward-looking statements. Forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” other words or expressions of similar meaning (or the negative versions of such words or expressions). These forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to our Annual Meeting. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Applicable risks and uncertainties include, among others, those factors identified in the “Risk Factors” section of our most recent Annual Report on Form 10-K (the “Annual Report”) and the Company’s subsequent filings filed with the SEC. Investors should not place undue reliance on forward-looking statements contained in this report. Except as required by law or regulation, we undertake no obligation to update or revise any forward-looking statements contained in this report, any accompanying materials, or oral forward-looking statements made in connection with this report.




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 28, 2026By:/s/ Justin Krause
Justin Krause
SVP Finance and Controller

Source: View Original Filing on SEC EDGAR

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