[Form 4] Sezzle Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sezzle Inc. (SEZL) – Form 4 insider transaction

Chief Financial Officer Karen Hartje sold an aggregate 5,484 shares of Sezzle common stock on 7 July 2025 under a pre-arranged Rule 10b5-1 trading plan adopted 20 Sep 2024. Sales were executed in five tranches at weighted-average prices ranging from $166.86 to $179.00 per share. Following the transactions, Hartje directly owns 126,846 shares, down roughly 4 % from the prior 132,330 shares.

The filing reports only non-derivative sales; no option exercises or other derivative activity occurred. Because the plan was disclosed and Hartje retains a sizeable equity stake, the move appears to be routine portfolio diversification rather than a strategic shift, but it nevertheless represents modest insider selling pressure.

Positive

• Rule 10b5-1 trading plan indicates the sale was pre-scheduled, reducing concerns about opportunistic trading.
• CFO retains 126,846 shares, maintaining strong ownership alignment.

Negative

• 5,484-share sale by the CFO may be interpreted as reduced confidence or profit-taking, adding minor negative sentiment.
• Insider selling at $166-$179 levels introduces modest supply, potentially pressuring the share price in the short term.

Insights

Securities Analyst

TL;DR: CFO sold 5.5k shares (≈4 % stake) via 10b5-1; modest, neutral-to-slightly negative signal.

The transaction totals 5,484 shares worth roughly US$0.9 million at prices near all-time highs for SEZL. Because the sale was executed under a pre-scheduled Rule 10b5-1 plan and the CFO continues to hold ~127 k shares, I view the move as routine liquidity rather than a bearish call on fundamentals. Insider selling, however, can cap short-term upside as supply increases and may concern momentum investors looking for insider alignment. Overall impact on valuation or guidance is negligible; I classify the disclosure as non-impactful and primarily a sentiment datapoint.

Corporate Governance Expert

TL;DR: Properly disclosed, plan-based sale aligns with governance best practices—neutral governance impact.

The use of a Rule 10b5-1 plan, adopted well in advance, provides safe-harbor protection and transparency, mitigating potential insider-trading concerns. The company’s Section 16 reporting is timely (two business days). Retention of >120 k shares preserves meaningful skin-in-the-game. From a governance standpoint, the transaction adheres to best-practice disclosure and does not raise red flags. Investor focus should remain on operational performance rather than this administrative filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hartje Karen

(Last) (First) (Middle)

700 NICOLLET MALL

SUITE 640

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sezzle Inc. [ SEZL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.00001 per share	07/07/2025		S(1)		2,407	D	$166.8568(2)	129,923	D
Common Stock, par value $0.00001 per share	07/07/2025		S(1)		1,840	D	$167.8506(3)	128,083	D
Common Stock, par value $0.00001 per share	07/07/2025		S(1)		887	D	$168.728(4)	127,196	D
Common Stock, par value $0.00001 per share	07/07/2025		S(1)		200	D	$172.2	126,996	D
Common Stock, par value $0.00001 per share	07/07/2025		S(1)		150	D	$179	126,846	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 20, 2024.

2. The sales were effected in multiple transactions at prices ranging from $166.31 to $167.27, inclusive, on July 7, 2025. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction.

3. The sales were effected in multiple transactions at prices ranging from $167.42 to $168.28, inclusive, on July 7, 2025. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction.

4. The sales were effected in multiple transactions at prices ranging from $168.50 to $169.00, inclusive, on July 7, 2025. The price reported in Column 4 is the weighted average price. The reporting person undertakes to provide, upon request, full information regarding the number of shares purchased in each transaction.

Remarks:

	/s/ Brady Duane Kafka, as Attorney-in-Fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Sezzle (SEZL) shares did the CFO sell?

Karen Hartje sold 5,484 shares of common stock.

When were the insider sales executed?

All transactions occurred on July 7, 2025.

What price range were the SEZL shares sold at?

Weighted-average prices ranged from $166.86 to $179.00 per share.

Does the CFO still own Sezzle shares after the sale?

Yes. Hartje now directly holds 126,846 shares of SEZL common stock.

Was the sale part of a 10b5-1 trading plan?

Yes. The plan was adopted on September 20, 2024, providing pre-arranged trading instructions.

Are any derivative securities involved in this Form 4?

No. The filing lists no derivative transactions such as options or warrants.