Sezzle (NASDAQ: SEZL) replaces Baker Tilly with PwC amid control weakness

Rhea-AI Filing Summary

Sezzle Inc. reported a change in its independent auditor and highlighted an existing material weakness in internal controls. On March 16, 2026, the Audit Committee dismissed Baker Tilly US, LLP as the company’s independent registered public accounting firm and approved the engagement of PricewaterhouseCoopers LLP for the 2026 fiscal year, subject to PwC’s standard client acceptance procedures.

Baker Tilly’s audit reports on the 2024 and 2025 consolidated financial statements contained no adverse opinions or qualifications. However, its report on internal control over financial reporting as of December 31, 2025 stated that Sezzle did not maintain effective internal control because of a material weakness related to the design and maintenance of controls to evaluate the appropriate classification of cash flows related to notes receivable. The filing states there were no disagreements with Baker Tilly on accounting principles, disclosure, or audit procedures, and that the only reportable event was this previously disclosed material weakness.

Positive

• None.

Negative

• Material weakness in internal controls over financial reporting: Baker Tilly concluded Sezzle did not maintain effective internal control as of December 31, 2025, citing deficient controls over the classification of cash flows related to notes receivable, which can undermine confidence in cash flow presentation.
• Change in independent auditor during period of control weakness: The Audit Committee dismissed Baker Tilly and approved engaging PwC for 2026 while a material weakness remains, adding uncertainty until the new auditor evaluates and reports on remediation efforts.

Insights

Audit & Governance Analyst

Auditor change with identified control weakness raises governance risk.

Sezzle Inc. replaced Baker Tilly with PricewaterhouseCoopers LLP as its independent auditor for the year ending December 31, 2026. The Audit Committee approved both the dismissal and the new engagement, and the company notes no disagreements with Baker Tilly on accounting, disclosure, or audit scope.

Baker Tilly’s internal control report as of December 31, 2025 concluded Sezzle did not maintain effective internal control over financial reporting due to a material weakness. This weakness involves controls over how cash flows related to notes receivable are classified, which can affect the presentation of operating, investing, or financing cash flows.

The filing characterizes this weakness as a “reportable event” under Regulation S-K and indicates it was previously disclosed in the 2025 Form 10-K. Auditor turnover combined with a material weakness can be interpreted as a governance concern until remediation progress and PwC’s future control assessments are disclosed in subsequent annual reporting.

8-K0001662991FALSE00016629912026-03-162026-03-16

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): March 16, 2026

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 4.01. Changes in Registrant’s Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm

On March 16, 2026, Sezzle Inc. (the “Company”) dismissed Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) participated in and approved the decision to dismiss Baker Tilly.

The audit reports of Baker Tilly on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of Baker Tilly on the effectiveness of internal control over financial reporting as of December 31, 2025 indicated the Company did not maintain effective internal control over financial reporting as of December 31, 2025, because of the effect of the material weaknesses, described below.

During the Company’s two most recent fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 16, 2026, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, between the Company and Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Baker Tilly, would have caused Baker Tilly to make reference to the subject matter of the disagreements in connection with its audit reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting related to the design and maintenance of effective controls to evaluate the appropriate classification of the cash flows related to notes receivable, as previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Audit Committee discussed the reportable event described above with Baker Tilly, and the Company has authorized Baker Tilly to respond fully to any inquiries from the Company’s successor independent registered public accounting firm concerning such reportable event.

The Company has provided Baker Tilly with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Baker Tilly furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A copy of the letter from Baker Tilly is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On March 16, 2026, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to PwC’s completion of its standard client acceptance procedures.

During the Company’s two most recent fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 16, 2026, neither the Company nor anyone acting on its behalf consulted PwC regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by PwC that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
16.1						Letter from Baker Tilly US, LLP
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: March 20, 2026			By:			/s/ Charles Youakim
						Charles Youakim
						Chief Executive Officer

FAQ

What auditor change did Sezzle Inc. (SEZL) disclose in this 8-K?

Sezzle’s Audit Committee dismissed Baker Tilly US, LLP on March 16, 2026, and approved hiring PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, subject to PwC completing its standard client acceptance procedures.

Did Baker Tilly issue any adverse opinions on Sezzle Inc.’s financial statements?

No. Baker Tilly’s audit reports on Sezzle’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles, according to the company’s disclosure.

What material weakness in internal control did Sezzle Inc. report?

Sezzle reported a material weakness in internal control over financial reporting as of December 31, 2025, relating to the design and maintenance of effective controls to evaluate the appropriate classification of cash flows associated with notes receivable in its cash flow statement.

Were there any disagreements between Sezzle Inc. and Baker Tilly?

The company states there were no disagreements with Baker Tilly during 2024, 2025, and through March 16, 2026 on accounting principles, financial statement disclosure, or auditing scope or procedures that would have required mention in Baker Tilly’s audit reports under SEC rules.

What reportable event did Sezzle Inc. associate with Baker Tilly’s tenure?

Sezzle identified one reportable event: the material weakness in internal control over financial reporting related to cash flow classification for notes receivable, which was previously disclosed in its Form 10-K for the year ended December 31, 2025, and discussed with Baker Tilly.

Did Sezzle Inc. consult PwC on accounting issues before hiring it as auditor?

No. The company states that during 2024, 2025, and through March 16, 2026, it did not consult PwC on applying accounting principles, potential audit opinions, or any matters involving disagreements or reportable events under Regulation S-K Item 304.

Filing Exhibits & Attachments

4 documents

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