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Director cites governance rift as Sezzle (NASDAQ: SEZL) adds new independent board member

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

Rhea-AI Filing Summary

Sezzle Inc. reported a board change as director Karen Webster resigned effective immediately, citing a growing difference in perspective with management on the company’s direction, key decisions, and governance. She had served on the Audit and Risk, Compensation, and Nominating and Corporate Governance Committees.

The Board appointed Bryan Hunt, a General Partner at Relevance Ventures and veteran financial services analyst, to fill the vacancy and serve as an independent, non-employee director. He will sit on all three key board committees and receive standard non-employee director cash retainers plus 935 restricted stock units vesting over roughly 3.7 years, starting April 1, 2027.

Positive

  • None.

Negative

  • None.

Insights

Sezzle replaces a dissenting director with an experienced independent financial professional, shifting board dynamics but maintaining committee coverage.

The resignation of Karen Webster is notable because she explicitly cited a growing difference in perspective with management on direction, key decisions, and governance. Such language suggests substantive strategic and oversight disagreements, particularly important given her roles on all major board committees.

The prompt appointment of Bryan Hunt preserves board size and maintains coverage of the Audit and Risk, Compensation, and Nominating and Corporate Governance Committees. His background in securities analysis and financial services may strengthen financial oversight. However, investors may focus on why perspectives diverged and how aligned the refreshed board will be with long-term strategy, which will become clearer through future disclosures and performance.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Resignation effective date April 3, 2026 Karen Webster’s resignation from Sezzle’s board
Appointment effective date April 9, 2026 Bryan Hunt’s appointment to the board
Board annual retainer $65,000 Cash compensation for Bryan Hunt’s board service per year
Audit committee retainer $7,500 Annual cash for Audit and Risk Committee service
Other committee retainers $3,750 each Annual cash for Compensation and Nominating and Corporate Governance Committees
Restricted stock units grant 935 RSUs Non-employee director equity award to Bryan Hunt
Initial vesting date April 1, 2027 25% of Bryan Hunt’s RSUs vest on this date
Vesting period Approximately 3.7 years Total vesting duration for the 935 RSUs
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent director regulatory
"The Board has determined that Mr. Hunt qualifies as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
restricted stock units financial
"will receive a non-employee director grant of 935 restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
indemnification agreement legal
"entered into the Company’s standard form of indemnification agreement for directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"There are also no transactions involving Mr. Hunt requiring disclosure under Item 404(a) of Regulation S-K."
Understanding 8-K Material Events →
8-K0001662991FALSE00016629912026-04-032026-04-03

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): April 3, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Director

On April 3, 2026, Sezzle Inc. (the “Company”) received a letter from Karen Webster pursuant to which she resigned from her position as a member of the Company’s Board of Directors (the “Board”), effective immediately. At the time of such resignation, Ms. Webster served as a member of the Company’s Audit and Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Ms. Webster stated in her letter that her resignation resulted from a growing difference in perspective with management concerning the Company’s direction, key decisions, and governance.

A copy of Ms. Webster’s resignation letter is attached hereto as Exhibit 17.1, and the foregoing description is qualified in its entirety by reference to the full text of Exhibit 17.1. The Company has provided Ms. Webster with a copy of this Current Report on Form 8-K no later than the date of its filing with the Securities and Exchange Commission.

Appointment of Director

On April 9, 2026, the Board of Directors of Sezzle Inc. (the “Company”) appointed Bryan Hunt to serve as a member of the Company’s Board of Directors, effective immediately, to fill the vacancy on the Board created by Ms. Webster’s resignation. Mr. Hunt will serve as a non-employee director until the Company’s next Annual Meeting of Stockholders and until his successor is duly elected and qualified.

The Board has determined that Mr. Hunt qualifies as an independent director in accordance with the applicable listing requirements of The Nasdaq Stock Market LLC. Mr. Hunt has also been appointed to serve as a member of each of the Audit and Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board.

Mr. Hunt, age 57, is a General Partner of Relevance Ventures and is an experienced financial services professional and awarded financial analyst with expertise in securities analysis, investment banking, and corporate valuation. Prior to joining Relevance Ventures, Mr. Hunt spent more than 24 years at Wells Fargo and its predecessors in both high yield and equity research. He was recognized by Institutional Investor Magazine as the top food and beverage high yield analyst for seven consecutive years and the top high yield analyst across all industries in 2016. Mr. Hunt holds honors and distinctions from Vanderbilt University – Owen Graduate School of Management and the University of Alabama, and he holds the Chartered Financial Analyst designation.

Mr. Hunt will receive the standard compensation package payable to non-employee directors of the Board. Mr. Hunt will be paid an annual retainer of $65,000 for services as a member of the Board, $7,500 for service as a member of the Audit and Risk Committee, and $3,750 for service as a member of each of the Compensation Committee and the Nominating and Corporate Governance Committee, in each case prorated as applicable. In addition, Mr. Hunt will receive a non-employee director grant of 935 restricted stock units, which is prorated from the value of the annual restricted stock unit awards granted to non-employee directors for fiscal year 2025. The awards will vest over approximately 3.7 years, with 25% of the restricted stock units vesting on April 1, 2027 and the remainder vesting in substantially equal quarterly installments thereafter, subject to Mr. Hunt’s continued service on the Board.

In connection with his appointment, Mr. Hunt has also entered into the Company’s standard form of indemnification agreement for directors, pursuant to which the Company agrees to indemnify its directors and advance certain related expenses to the fullest extent permitted by applicable law, subject to the terms and conditions of such agreement. There are no arrangements or understandings between Mr. Hunt and any other person pursuant to which Mr. Hunt was selected as a director. There are also no transactions involving Mr. Hunt requiring disclosure under Item 404(a) of Regulation S-K.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description
17.1
Resignation Letter from Karen Webster
104Cover 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: April 9, 2026By:/s/ Charles Youakim
Charles Youakim
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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