Sezzle Insider Nets $2.8M, Keeps Stake Steady via 10b5-1 Plan

Rhea-AI Filing Summary

Sezzle (NASDAQ:SEZL) filed a Form 4 revealing that Chief Operating Officer Amin Sabzivand exercised 18,000 stock options at $5.23 and immediately sold the same 18,000 shares on 24 Jun 2025 under a pre-arranged Rule 10b5-1 plan. The sales cleared in three blocks at weighted-average prices of $156.79, $157.93 and $158.51, producing roughly $2.8 million in gross proceeds. Following the transactions, Sabzivand’s direct holding returned to 243,303 common shares—unchanged from pre-exercise levels—and he retains 24,930 unexercised options expiring 7 Apr 2030.

No other insiders were involved and the filing reports no impact on Sezzle’s capital structure or public float.

Positive

• None.

Negative

• COO share sale: Disposed of 18,000 shares worth roughly $2.8 M (>5 % of holdings), a sizeable insider monetization despite net ownership remaining unchanged.

Insights

Insider Trading Analyst

TL;DR: $2.8 M 10b5-1 sale; ownership flat, signal neutral.

The transaction is a classic same-day option exercise and sale. Although the dollar amount is sizable—about $2.8 M and >5 % of the insider’s stake—the shares sold were exactly those acquired upon exercise, leaving the COO’s beneficial ownership unchanged at 243,303. Because proceeds largely offset option costs and taxes, the filing reads as liquidity management rather than a directional bet. The Rule 10b5-1 plan, adopted 6 Dec 2024, further reduces information-asymmetry concerns. I view the market impact as neutral; it neither signals bearishness nor increases insider alignment.

Corporate Governance Specialist

TL;DR: Routine, pre-planned trade; governance safeguards intact.

The use of a disclosed 10b5-1 plan and the absence of net share reduction mitigate typical red flags associated with large insider disposals. The COO still holds a meaningful equity position and maintains option exposure via 24,930 outstanding awards, preserving incentive alignment. From a governance lens, the filing is procedurally sound and lacks indicators of distress or impending strategic shifts. Investors should note the substantial cash realization but interpret the action as administrative rather than strategic.

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^*

Sabzivand Amin

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		M(1)		18,000	A	$5.23	261,303	D
Common Stock, par value $0.00001 per share	06/24/2025		S(1)		10,361	D	$156.7861(2)	250,942	D
Common Stock, par value $0.00001 per share	06/24/2025		S(1)		6,302	D	$157.9277(3)	244,640	D
Common Stock, par value $0.00001 per share	06/24/2025		S(1)		1,337	D	$158.5111(4)	243,303	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
Stock Options	$5.23	06/24/2025		M(1)			18,000	04/07/2024	04/07/2030	Common Stock, par value $0.00001 per share	18,000	$0	24,930	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2024.

2. The sales were effected in multiple transactions at prices ranging from $156.33 to $157.30, inclusive, on June 24, 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 $157.44 to $158.25, inclusive, on June 24, 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 $158.50 to $158.58, inclusive, on June 24, 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	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many SEZL shares did the COO sell on 24 June 2025?

Amin Sabzivand sold 18,000 shares as disclosed in Form 4.

What was the average sale price of the shares sold by SEZL's COO?

Weighted-average prices were $156.79, $157.93 and $158.51 per share.

Did the COO's ownership in Sezzle change after the transaction?

No. His direct holding remained at 243,303 shares following the exercise-and-sell sequence.

What was the exercise price of the options exercised by the COO?

The options were exercised at $5.23 per share.

How many stock options does the COO still hold after this filing?

He retains 24,930 unexercised options expiring in 2030.