Sezzle founder, affiliate report 39.6% ownership

Founder Charles Youakim now reports beneficial ownership of 39.6% of Sezzle’s common stock, reflecting updated option, RSU, and trust-related holdings.

Rhea-AI Filing Summary

Sezzle Inc. (SEZL) received an amended Schedule 13D from founder Charles Youakim and Cerro Gordo LLC updating their ownership in the company’s common stock. The reporting persons collectively beneficially own 13,413,162 shares, representing 39.6% of Sezzle’s common stock, based on 33,764,222 shares outstanding plus certain options.

The holdings consist of 12,346,326 shares owned by Charles Youakim (including 67,474 shares issuable upon future vesting of portions of a 2023 RSU grant), 119,466 shares issuable upon exercisable options, and 947,370 shares held by Cerro Gordo LLC, over which Youakim has sole voting and investment power. The amendment also notes that, effective September 2, 2026, Youakim no longer has voting or dispositive power over 1,508,454 shares held by the Charles G. Youakim 2020 Irrevocable GST Trust following a stipulated judgment entered in connection with the dissolution of his marriage.

Filing Explained

The amendment reports that a restricted-stock-unit portion vested on July 1, 2026 and was settled on August 10, 2026 through the issuance of 12,759 Sezzle shares; 6,978 shares were forfeited to satisfy withholding taxes at a deemed price of $118.00 per share. The issued shares increase the share count for existing holders unless offset by other changes.

Key Figures

Beneficial ownership: 13,413,162 shares Ownership percentage: 39.6% Shares outstanding: 33,764,222 shares +5 more

8 metrics

Beneficial ownership 13,413,162 shares Shares of Sezzle common stock beneficially owned collectively by the reporting persons

Ownership percentage 39.6% Portion of Sezzle’s outstanding common stock represented by the reporting persons’ holdings

Shares outstanding 33,764,222 shares Sezzle common shares outstanding as of September 2, 2026

Individual holdings of Charles Youakim 12,346,326 shares Common shares owned individually by Charles Youakim, including 67,474 RSU-related shares

Exercisable options 119,466 shares Shares issuable upon exercise of options currently exercisable or exercisable within 60 days

Cerro Gordo LLC holdings 947,370 shares Sezzle common shares held by Cerro Gordo LLC

2020 Trust shares no longer beneficially owned 1,508,454 shares Shares over which Charles Youakim ceased to have voting or dispositive power effective September 2, 2026

RSU tax withholding price $118.00 per share Deemed price used for 6,978 forfeited shares to satisfy withholding tax obligations

Key Terms

beneficially own, restricted stock unit, withholding tax obligations, stipulated judgment, +1 more

5 terms

beneficially own financial

"The Reporting Persons, collectively, currently beneficially own 13,413,162 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

restricted stock unit financial

"includes 67,474 shares issuable upon the future vesting of currently unvested portions of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

withholding tax obligations financial

"6,978 shares that were forfeited by Mr. Youakim to the Issuer in satisfaction of withholding tax obligations"

stipulated judgment regulatory

"Pursuant to a stipulated judgment and decree of the Family Court Division"

Irrevocable GST Trust financial

"Charles G. Youakim 2020 Irrevocable GST Trust ("2020 Trust")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Sezzle Inc. (SEZL) does Charles Youakim currently beneficially own?

Charles Youakim, together with Cerro Gordo LLC, beneficially owns 13,413,162 shares of Sezzle common stock, representing 39.6% of the outstanding common stock based on 33,764,222 shares outstanding plus certain exercisable options.

What shares make up the 13,413,162 Sezzle (SEZL) shares reported by Charles Youakim?

The 13,413,162 shares include 12,346,326 shares owned individually by Charles Youakim (with 67,474 RSU-related shares included), 119,466 shares issuable upon currently exercisable options, and 947,370 shares owned by Cerro Gordo LLC, over which he has sole voting and investment power.

What Sezzle (SEZL) equity awards are included in Charles Youakim’s reported ownership?

The filing includes 67,474 shares issuable upon future vesting of currently unvested portions of a 2023 RSU grant and 119,466 shares issuable upon the exercise of outstanding options that are currently exercisable or exercisable within 60 days of the amendment’s filing date.

How many Sezzle (SEZL) shares does Cerro Gordo LLC hold?

Cerro Gordo LLC holds 947,370 shares of Sezzle common stock. The filing states that Charles Youakim has sole voting and dispositive power over the Sezzle shares held by Cerro Gordo LLC.

What changed regarding the 2020 Trust shares in this Sezzle (SEZL) Schedule 13D/A?

Effective September 2, 2026, Charles Youakim ceased to have any voting or dispositive power over 1,508,454 shares of Sezzle common stock held by the Charles G. Youakim 2020 Irrevocable GST Trust due to a stipulated judgment entered in connection with the dissolution of his marriage.

What RSU vesting transaction did Sezzle (SEZL) report for Charles Youakim?

On July 1, 2026, 19,737 shares under the 2023 RSU grant vested. On August 10, 2026, this was settled by issuing 12,759 shares of common stock to Charles Youakim, with 6,978 shares forfeited to Sezzle to satisfy withholding tax obligations at a deemed price of $118.00 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 05:47 PM Accepted by SEC EDGAR 09/14/2026 - 05:47 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Sezzle Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

(CUSIP Number)

Charles Youakim
700 Nicollet Mall, Suite 640
Minneapolis, MN, 55402
651-343-4692

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Charles Youakim

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,413,162.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,413,162.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,413,162.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to (7), (9), and (11): Includes (i) 12,346,326 shares beneficially owned by the Reporting Person (which number, as of the filing date of this Amendment No. 3 to Schedule 13D, includes 67,474 shares issuable upon the future vesting of currently unvested portions of a restricted stock unit award granted to the Reporting Person), (ii) 119,466 shares issuable upon the exercise of outstanding options held by the Reporting Person that are currently exercisable or exercisable within 60 days following the filing date of this Amendment No. 3 to Schedule 13D, and (iii) 947,370 shares owned by Cerro Gordo LLC ("CGL"). The Reporting Person has sole voting and investment power over shares of the issuer held by CGL. Note to (13): Based on 33,764,222 shares of Common Stock outstanding as of September 2, 2026, plus 119,466 shares purchasable upon the exercise of outstanding options held by the Reporting Person that are currently exercisable or exercisable within 60 days following the filing date of the Amendment No. 3 to Schedule 13D.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Cerro Gordo LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SOUTH DAKOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 947,370.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 947,370.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

947,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to (13): Based on 33,764,222 shares of Common Stock outstanding as of September 2, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(b)	Name of Issuer: Sezzle Inc.
(c)	Address of Issuer's Principal Executive Offices: 700 Nicollet Mall, Suite 640, Minneapolis, MINNESOTA , 55402.
Item 1 Comment: EXPLANATORY NOTE: This Amendment No. 3 ("Amendment No. 3") to Schedule 13D is being filed by the Reporting Persons pursuant to Rule 13d-2(a) under Securities Exchange Act of 1934 to report certain material changes to the Reporting Person's beneficial ownership and arrangements made with respect to the Common Stock of the Issuer since the filing of the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 15, 2024 (the "Original Schedule 13D"), as amended by Amendment Nos.1 and 2 thereto, filed with the SEC on February 11, 2025 and March 16, 2026, respectively (the Original Schedule 13D, together with such Amendment Nos.1 and 2, the "Schedule 13D"). Information contained in the Schedule 13D remains effective except to the extent that it is amended, restated, or superseded by the information contained in this Amendment No. 3. All capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meaning set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The Reporting Persons, collectively, currently beneficially own 13,413,162 shares of Common Stock, which represents 39.6% of the outstanding shares of Common Stock of the Issuer. Such shares include (i) 12,346,326 shares owned by Mr. Youakim individually (which number, as of the filing date of this Amendment No. 3, includes 67,474 shares issuable upon the future vesting of currently unvested portions of the 2023 RSU Grant), (ii) 119,466 shares issuable upon the exercise of outstanding options held by Mr. Youakim, which are currently exercisable or exercisable within 60 days following the filing date of this Amendment No. 3, and (iii) 947,370 shares owned by CGL. Beneficial ownership is calculated based on 33,764,222 shares of Common Stock outstanding as of September 2, 2026 plus 119,466 shares purchasable upon the exercise of outstanding options held by the Reporting Persons that are currently exercisable or exercisable within 60 days following the filing date of this Amendment No. 3.
(c)	Item 5(c) is hereby amended and supplemented by adding the following disclosure: Descriptions of all transactions in Common Stock by the Reporting Persons during the 60 days preceding the filing of this Amendment No. 3 are set forth below: On July 1, 2026, the 2023 RSU Grant held by Mr. Youakim vested with respect to 19,737 shares. Such vested portion was settled by the Issuer through the issuance of 12,759 shares of Common Stock on August 10, 2026, net of 6,978 shares that were forfeited by Mr. Youakim to the Issuer in satisfaction of withholding tax obligations at a deemed price of $118.00 per share. Previously, Mr. Youakim may have been deemed to share voting and/or dispositive power over 1,508,454 shares of Common Stock held by the Charles G. Youakim 2020 Irrevocable GST Trust ("2020 Trust"). Pursuant to a stipulated judgment and decree of the Family Court Division of the State of Minnesota District Court, Fourth Judicial District, entered in connection with the dissolution of the Reporting Person's marriage, effective September 2, 2026, Mr. Youakim ceased to have any voting or dispositive power over the shares of Common Stock held by the 2020 Trust and, as a result, no longer beneficially owns such shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Charles Youakim

Signature:	Charles Youakim
Name/Title:	Charles Youakim
Date:	09/10/2026

Cerro Gordo LLC

Signature:	Cerro Gordo LLC
Name/Title:	Charles Youakim
Date:	09/10/2026