sezl-202601238-K0001662991FALSE00016629912026-01-232026-01-23
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 | |
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| FORM 8-K | |
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| CURRENT REPORT | |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): January 23, 2026
Sezzle Inc.
(Exact name of registrant as specified in its charter)
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| 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:
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☐ | 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:
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| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Certain Officers
On January 23, 2026, the Board of Directors (“Board”) of Sezzle Inc. (the “Company”), following an executive search and selective interviews, approved the appointment of Lee Brading as Chief Financial Officer (“CFO”) of the Company, effective February 1, 2026.
As a result of the foregoing appointment, Karen Hartje, will step down from the office of CFO and principal financial officer on January 31, 2026, and act as a consultant to the CFO in accordance with that certain Consulting Agreement by and between Hartje and the Company, dated November 1, 2025.
Since April 2020, Brading, age 58, has served in various capacities at Sezzle, most recently as Senior Vice President of Corporate Development and Investor Relations, where he is responsible for corporate development, capital markets strategy, FP&A, investor relations, and public relations. Prior to that, he was at Wells Fargo Securities, LLC and its predecessor Wachovia Capital Markets. Brading has held various finance and accounting roles, including Managing Director and Global Head of Credit Research at Wells Fargo Securities and audit manager at BDO Seidman.
Brading holds a MBA from The University of North Carolina at Chapel Hill’s Kenan-Flager Business School and a BS in Business Administration and Accounting from Washington & Lee University. He is a Chartered Financial Analyst and was a Certified Public Accountant (expired).
There are no arrangements or understandings between Brading and any other person pursuant to which he was selected as CFO, and there are no family relationships between Brading and any of the Company's directors or executive officers. Brading has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
Compensatory Arrangements of Certain Officers
On January 23, 2026, the Board approved an Employment Agreement by and between the Company and Brading as CFO (“Employment Agreement”).
Pursuant to his Employment Agreement, Brading will receive an annual base salary of $450,000 and equity compensation with a target value of $2,000,000 in the form of restricted stock units (RSUs). The RSUs will vest over four years, with a one-year cliff. After the first anniversary of the grant date, they will vest in equal quarterly installments, subject to continued employment.
Brading will participate in the Company’s existing benefit programs and profit-sharing incentive plan (PSIP), with a target bonus opportunity equal to 50% of his base salary. His target bonus will be prorated for 2026. Brading is also eligible to participate in the Company’s equity incentive plan.
The foregoing description of the agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference.
Item 7.01. Regulation FD Disclosure
On January 29, 2026, the Company issued a press release announcing the executive leadership changes as set forth in Item 5.02 above. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information set forth in Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
| 10.1 | | |
| 99.1 | | |
| 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.
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| SEZZLE INC. |
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| Dated: January 29, 2026 | By: | /s/ Charles Youakim |
| | Charles Youakim |
| | Chief Executive Officer |
January 26th, 2026
Lee Brading
700 Nicollet Mall, Suite 640
Minneapolis, MN, 55402
Dear Lee,
Sezzle Inc., a Delaware corporation (the “Company”), is pleased to offer you the terms of employment described below. These revised terms supersede the corresponding terms in your offer letter signed December 22nd, 2020 and will take effect on February 1st, 2026 (the “Effective Date”). All other provisions of your original offer letter shall remain in full force and effect.
1.Position.
On behalf of Sezzle Inc. (the "Company"), we are pleased to offer you the position of Chief Financial Officer (CFO), starting on February 1st, 2026 and reporting to Charles Youakim.
2.Compensation and Employee Benefits.
You will be paid a starting wage at the rate of $450,000 gross per year, payable on the Company’s regular payroll dates. All benefits are described in the Sezzle People Operations Policies Guide and are continued as-is.
3.Profit Sharing Incentive Plan.
There is no better investment than our team. Sezzle's profit sharing incentive program (PSIP), also known as our annual profit sharing "bonus," rewards eligible employees for both company performance and individual contributions for meeting business objectives. You are eligible for an annual PSIP plan of up to 50% of your base salary, which is calculated based on company and personal performance and prorated based on start date.
Sezzle Inc. 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402
4.Equity Grant.
Subject to the approval of the Company’s Board of Directors, you will be granted 29,976 Restricted Stock Units (USD 2,000,000 divided by the closing price of January 21st, 2026 of USD 66,72). Each RSU shall be deemed to be the equivalent of one share of the Company’s common stock upon vesting. The RSUs will be granted on the first available day of the open trading window in March 2026. The RSUs will be subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan (“Plan”) and the applicable equity grant agreement, which you will be required to sign. Your RSUs will vest over a four-year period starting on the vesting commencement date. Twenty-five percent (25%) of the RSUs will vest on the 12-month anniversary of your vesting commencement date. The remaining balance will vest quarterly thereafter during your continuous service with the Company, as described in the Plan and applicable equity grant agreement. Your RSUs are subject to our Securities Trading Policy, which will be provided to you for review. You should consult with your own tax advisor concerning the tax implications associated with accepting RSUs.
5.Term of Employment.
You shall be employed by the Company indefinitely, except that, subject to the remaining provisions of this paragraph, the employment relationship may be terminated:
(a) at any time upon written agreement between yourself and the
Company;
(b) by the Company immediately and without prior notice upon a
Termination for Cause;
(c) immediately upon your death or a Permanent Disability (as defined
below);
(d) by the Company, other than a Termination for Cause, with advance written notice of at least 6 months; or
(e) by yourself, with advance written notice of at least 6 months.
A. Termination for Cause. Notwithstanding any other provision in
this letter, your employment relationship will end immediately upon a Termination for Cause. Termination for Cause will exist if the Company terminates the employment relationship due to: (i) materially dishonest or disparaging statements or acts by you pertaining to your employment and causing the Company to incur material damage, loss, or other harm; (ii) your failure or refusal to perform adequately your duties and
Sezzle Inc. 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402
responsibilities or comply with any valid and legal directive; (iii) a material violation by you of any applicable policies or rules; (iv) your negligence or willful misconduct in connection with your employment causing the Company to incur material damage, loss, or other harm; or (v) a material breach by you of your obligations under this letter or any Fair Competition Agreement. In the event of a Termination for Cause, you shall be entitled to your salary only through your final date of employment, and you shall not be entitled to compensation for any portion of the Notice Period.
B. Notice Period. In the event the Company provides you with
written notice of termination as set forth above, except in the event of a Termination for Cause, the Company may decide, in its sole discretion, to:
(a) elect to make payment to you in lieu of notice instead of requiring
or permitting you to work for part, or all, of the notice period, in which case
your employment ends at the time elected; or
(b) remove any or all of your job duties and authority during the Notice
Period, with the understanding that you shall nevertheless receive your
regular compensation through the conclusion of the Notice Period (“Notice
Period Compensation”).
C. Release Agreement. In exchange for any Notice Period
Compensation, the Company may require you to accept and enter into a release agreement, in a form acceptable to the Company, that releases any claims or causes of action you may have against the Company and certain affiliated individuals and entities.
D. Permanent Disability. A “Permanent Disability” will exist if you,
because of accident, disability, or physical or mental illness, become incapable either on an indefinite basis or for a period amounting in the aggregate to 90 days within any one period of 365 days of performing your key duties to the Company or any Company- Related Party, as determined by a licensed physician reasonably selected by the Company’s CEO. The physician’s determination that you have a Permanent Disability
will be final and binding for purposes of determining the rights and obligations of you and the Company under this Agreement.
Sezzle Inc. 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402
6. Outside Activities.
While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the Company, and you shall comply with the terms of any Fair Competition Agreement.
7. Taxes, Withholding and Required Deductions.
All forms of compensation or benefits referred to in this letter are subject to all applicable taxes, withholding and any other deductions required by applicable law.
8. Miscellaneous.
(a) Company Policies. In addition to the obligations set forth in this
letter, you will be responsible for following all applicable Company rules, policies, and procedures. The Company shall make such rules, policies, and procedures available to you in writing.
(b) Governing Law. The validity, interpretation, construction and
performance of this letter, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of state of Delaware, without giving effect to principles of conflicts of law.
(c) Entire Agreement. This letter sets forth the entire agreement and
understanding of the parties relating to the subject matter herein and, except as noted below, supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof (including, but not limited to, by superseding the terms of any prior offer letter
between you and the Company). Notwithstanding the foregoing in this subparagraph, this letter shall not alter or supersede the terms of any Indemnification Agreement between you and the Company or, as set forth further above, the terms of any Fair Competition Agreement between you and the Company. The terms and conditions of this letter may not be changed other than by an express written agreement signed by
you and executed by the Company.
(d) Counterparts. This letter may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
Sezzle Inc. 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402
(e) Electronic Delivery. The Company may, in its sole discretion,
decide to deliver any documents or notices related to this letter, securities of the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered to you by applicable securities law or any other law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. You hereby consent to (i) conduct business electronically (ii) receive such
documents and notices by such electronic delivery and (iii) sign documents
electronically and agree to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
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SEZZLE INC. By: Charles G. Youakim Title: Chief Executive Officer Date: | ACCEPTED AND AGREED TO BY:
Lee Brading
Date: |
Sezzle Inc. 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402
January 29, 2026
Sezzle Announces Chief Financial Officer Transition
Sezzle Inc. (NASDAQ:SEZL) (Sezzle or Company) // Sezzle, a purpose-driven digital payment platform, today announced the appointment of Lee Brading as Chief Financial Officer (“CFO”), effective February 1, 2026. Brading will succeed Karen Hartje, who served as CFO and principal financial officer under a Consulting Agreement since November 1, 2025, following her announcement of retirement after nearly eight years as CFO of Sezzle. Hartje will remain engaged as a consultant to ensure an orderly transition.
“Karen has been instrumental in Sezzle’s evolution from a private startup to a publicly traded, profitable fintech company,” said Charlie Youakim, Sezzle Executive Chairman and CEO. “We are forever indebted to her for her leadership, wisdom, and the positive impact she has had across the organization. We wish her all the best in her well-deserved retirement.”
“From our founding in 2016, Lee has been with us every step of the journey,” continued Youakim. “He started as an early investor and advisor and eventually joined full-time to lead Corporate Development and Investor Relations. Lee has been a driving force behind the strategy we are executing today. His multi-decade experience in banking, combined with his deep understanding of Sezzle’s operations, make him uniquely qualified to lead our next phase of growth.”
Brading joined Sezzle in April 2020 and has played a key role in shaping the Company’s strategy and capital allocation framework. As Senior Vice President of Corporate Development and Investor Relations, he helped lead Sezzle’s transition to profitability in 2021 and its successful uplisting from the Australian Stock Exchange to the NASDAQ in 2023. He has also expanded Sezzle’s presence in the U.S. investment community, growing both sell-side analyst coverage and the Company’s institutional investor base.
Prior to joining Sezzle, Brading spent over 30 years in various investment banking roles, most recently serving as a Managing Director and Global Head of Credit Research at Wells Fargo Securities. Prior to his time in investment banking, Brading was an audit manager at BDO Seidman. He holds an MBA from The University of North Carolina and a BS in Business Administration and Accounting from Washington & Lee University. He is a Chartered Financial Analyst and was a Certified Public Accountant (expired).
Sezzle Inc. (NASDAQ:SEZL) | sezzle.com | 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402
Contact Information
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Jack Fagan Investor Relations +651 240 6001 investorrelations@sezzle.com |
| Erin Foran Media Inquiries +651 403 2184 erin.foran@sezzle.com |
About Sezzle Inc.
Sezzle is a forward-thinking fintech company committed to financially empowering the next generation. Through its purpose-driven payment platform, Sezzle enhances consumers' purchasing power by offering access to point-of-sale financing options and digital payment services—connecting millions of customers with its global network of merchants. Centered on transparency, inclusivity, and ease of use, Sezzle empowers consumers to manage spending responsibly, take charge of their finances, and achieve lasting financial independence.
For more information visit sezzle.com.
Sezzle Inc. (NASDAQ:SEZL) | sezzle.com | 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402
