Amendment No. 3 to Revolving Credit and Security Agreement

This Amendment No. 3 to Revolving Credit and Security Agreement (this “Agreement”) is entered into as of October 30, 2025 by and among Sezzle Funding SPE II, LLC, a Delaware limited liability company, as borrower (the “Borrower”), Bastion Funding VI LP, (“Bastion”) as lender (the “Lender”) and Bastion, as administrative agent for the Secured Parties (as defined in the Loan and Security Agreement referenced below) (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Recitals

Whereas, the Borrower has entered into that certain Revolving Credit and Security Agreement, dated as of April 19, 2024, by and among the Borrower, the Lender and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”); and

Whereas, in accordance with the terms of the Loan and Security Agreement, the Borrower has requested, and the Lender and the Administrative Agent have agreed to, modify certain provisions of the Loan and Security Agreement upon the terms and subject to the conditions set forth herein.

Now, Therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Agreement

1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan and Security Agreement.

2.Amendments.

(a)The defined term “Committed Amount” in Section 1.01 is hereby amended and restated to read:

“Committed Amount” means $225,000,000.

(b)Schedule 1 is hereby amended by replacing “$150,000,000” in the “Committed Facility Amount” column with “$225,000,000”.

(c)Section 2.06(a) and (b) are hereby amended and restated to read as follows:

“(a) If the Borrower prepays any outstanding Advances in whole or in part the Borrower shall pay to the Administrative Agent, for the pro rata benefit and account of each Lender, as a make whole to Lenders (A) additional interest equal to the product of: (1) the then existing Interest Rate divided by TWELVE (12); (2) the outstanding principal amount of the Advances being prepaid; and (3) the number of full months from the date of such prepayment until the eighteen month anniversary of the Closing Date, (B) to the extent such prepayment is on or after October 30, 2025 and prior to March 31, 2026, an amount equal to 2.5% of the outstanding principal amount of the Advances being prepaid and (C) to the extent such prepayment is on or after March 31, 2026 and prior to June 30, 2026, an amount equal to 0.25% of the outstanding principal amount of the Advances being prepaid ((A), (B) and (C), collectively, the “Termination Payment”).

The Termination Payment shall be due and payable on the date of such prepayment. For the avoidance of doubt, no such Termination Payment set forth in the immediately preceding clause (A) shall be due and payable by the Borrower if the Borrower prepays Advances on or after the eighteen month anniversary of the Closing Date and no such Termination Payment set forth in the immediately preceding clauses (B) and (C) shall be due and payable by the Borrower if the Borrower prepays Advances on or after March 31, 2026 and June 30, 2026, respectively.

(b)    In view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any prepayment of Advances, in whole or in part, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lenders, the Termination Payment constitutes liquidated damages which shall be due and payable upon such prepayment. The Borrower hereby waives any defense to payment other than payment on performance, whether such defense may be based in public policy, ambiguity, or otherwise. The Borrower and the Lenders acknowledge and agree that any Termination Payment due and payable hereunder shall not constitute unmatured interest, whether under Section 502(b)(3) of the Bankruptcy Code or otherwise. The Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation.”

(d)Section 2.16 Additional Funding is hereby deleted.

3.Representations and Warranties. The Borrower hereby represents and warrants to each of the Secured Parties that:

(a)the representations and warranties of Borrower contained in the Loan and Security Agreement are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality or Material Adverse Effect, which is true and correct in all respects) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality or Material Adverse Effect, which is true and correct in all respects) as of such earlier date;

(b)after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing;

(c)the Borrower has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to execute, deliver and perform its obligations under this Agreement;

(d)no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement; and

(e)this Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.Effect on the Facility Documents and Ratification. (a) Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan and Security Agreement or any of the other Facility Documents or constitute a course of conduct or dealing among the parties. Each of the Lender and Administrative Agent reserves all rights, privileges and remedies under the Facility Documents. The amendments contained herein do not and shall not create (nor shall the Borrower rely upon the existence of or claim or assert that there exists) any obligation of the Lender or Administrative Agent to consider or agree to any further amendment and, in the event the Lender or Administrative Agent subsequently agrees to consider any further amendments, neither the amendments contained herein nor any other conduct of the Lender or Administrative Agent shall be of any force or effect on its respective consideration or decision with respect to any such requested amendment and the Lender and Administrative Agent shall not have any further obligation whatsoever to consider or agree to any further amendment or other agreement. The Loan and Security Agreement, as hereby amended, is hereby ratified and re-affirmed in all respects and shall remain in full force and effect. All references in the Facility Documents to the Loan and Security Agreement shall be deemed to be references to the Loan and Security Agreement as modified hereby. This Agreement shall constitute a Facility Document.

(f)The relationship of the Lender and the Borrower has been and shall continue to be, at all times, that of creditor and debtor and not as joint venturers or partners. Nothing contained in this Agreement, any instrument, document or agreement delivered in connection herewith or in the Loan and Security Agreement or any of the other Facility Documents shall be deemed or construed to create a fiduciary relationship between or among the parties.

5.No Novation. This Agreement is not intended by the parties to be, and shall not be construed to be, a novation of the Loan and Security Agreement or any other Facility Document or an accord and satisfaction in regard thereto.

6.Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent (acting on the instructions of Required Lenders).

7.Headings. The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

8.Incorporation of Credit Agreement. The provisions contained in Section 12.05 (Execution in Counterparts) Section 12.07 (Governing Law), Section 12.08 (Severability of Provisions), Section 12.10 (Merger), Section 12.12 (Submission to Jurisdiction; Waivers; etc.), and Section 12.13 (Waiver of Jury Trial) of the Loan and Security Agreement are incorporated herein by this reference, mutatis mutandis.

9.Effectiveness. This Amendment shall become effective when executed and delivered by the parties hereto and after the Borrower has paid to the Administrative Agent for the benefit of the Lender an origination fee equal to $750,000.

Remainder of page intentionally blank; signatures follow.

In Witness Whereof, the parties have caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

Sezzle Funding SPE II, LLC, as Borrower Bastion Funding VI LP, as Administrative Agent

    By:

    Name:

    Title:

Bastion Funding VI LP, as Lender

This Consulting Agreement ("Agreement") is made and entered into as of November 1st, 2025, by and between Sezzle Inc., a Delaware corporation with its principal place of business at 700 Nicollet Mall, Suite 640 Minneapolis, MN 55402 (the "Company"), and Karen Hartje, an individual with an address at _______________ ____________________________________ ("Consultant").

1. Engagement of Services

The Company hereby engages Consultant, and Consultant agrees to provide consulting services as described in Exhibit A ("Services") on a non-exclusive basis. Consultant shall perform the Services in a professional and timely manner, adhering to the highest industry standards.

2. Independent Contractor Status

2.1 Independent Contractor: The parties agree that Consultant is an independent contractor and not an employee, agent, or representative of the Company. Consultant shall have no authority to bind the Company or make decisions on behalf of the Company.

2.2 Employee Benefits: Consultant acknowledges and agrees that Consultant is engaged as an independent contractor and shall not be entitled to any employee benefits provided by the Company to its employees, including but not limited to retirement plans, paid vacation, equity compensation, or any other fringe benefits. Notwithstanding the foregoing, the Company agrees to continue providing Consultant with health care coverage through Health Partners following the termination of Consultant’s employment, through and including June 30, 2026, unless otherwise mutually agreed in writing.

2.3 Taxes and Withholding: Consultant shall be solely responsible for all cross-border, federal, state, local taxes, regional and city taxes, arising from payments made to Consultant under this Agreement. The Company will not withhold any taxes or other deductions from the payments made to Consultant.

2.4 No Claim of Employment: Consultant expressly acknowledges and agrees that Consultant is and will remain an independent contractor and not an employee, agent, or representative of the Company. Consultant irrevocably waives any right to make, and agrees not to make, any claim, demand, or action against the Company, during or after the term of this Agreement, asserting that Consultant is or was an employee of the Company. Consultant further acknowledges and agrees that no employer-employee relationship has been, is, or will be created at any time by this Agreement or by the performance of the Services, and Consultant shall not be entitled to any of the rights, benefits, or protections afforded to employees under cross-border, federal, state, or local law. Consultant understands that any attempt to assert such a claim will be deemed a material breach of this Agreement, and Consultant will be responsible for all damages, including legal fees, incurred by the Company as a result of such a breach.

3. Compensation

3.1 Fees: The Company shall pay Consultant the fees as set forth in Exhibit B for the Services performed under this Agreement.

3.2 Invoicing and Payment: Consultant shall submit monthly invoices to the Company detailing the Services performed. The Company shall pay the invoiced amounts within thirty (30) days of receipt of the invoice.

4. Term and Termination

4.1 Term: This Agreement shall commence on November 1st, 2025 and continues unless earlier terminated in accordance with this Section 4.

4.2 Termination for Convenience: Parties may terminate this Agreement at any time, with or without cause, by mutual agreement on notice.

4.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within ten (10) days of receipt of written notice of the breach.

4.4 Effect of Termination: Upon termination of this Agreement, the Company shall pay Consultant for any Services performed up to the date of termination. Sections 2, 5, 6, 7, and 9 shall survive termination of this Agreement.

5. Confidentiality

Consultant agrees to maintain the confidentiality of all non-public information disclosed by the Company in connection with this Agreement, including but not limited to trade secrets, business plans, and customer information ("Confidential Information"). Consultant shall not disclose any Confidential Information to any third party without the prior written consent of the Company.

6. Intellectual Property

All intellectual property developed or created by Consultant in connection with the performance of the Services under this Agreement shall be the sole property of the Company. Consultant agrees to assign all rights, title, and interest in such intellectual property to the Company.

7. Non-Solicitation

During the term of this Agreement and for one (1) year thereafter, Consultant agrees not to solicit, recruit, or hire any employees or independent contractors of the Company, or induce any employees or contractors to terminate their relationship with the Company.

8. Indemnification

Consultant shall indemnify, defend, and hold harmless the Company from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or in connection with Consultant's performance of the Services under this Agreement.

9. Governing Law and Dispute Resolution

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.

9.2 Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in the state of Jackson, Mississippi, in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on both parties.

10. Miscellaneous

10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior direct or indirect agreements or understandings, whether written or oral.

10.2 Amendments: Any amendment or modification of this Agreement must be in writing and signed by both parties.

10.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 Assignment: Consultant may not assign this Agreement or delegate any of its obligations hereunder without the prior written consent of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the day and year first above written.

Sezzle Inc.

By: Jasper Helling

Name: Jasper Helling

Title: SVP of People

Date: October 30th, 2025

[Consultant Name]

By: _________________________

Name: Karen Hartje

Date: ________________________

Exhibit A - Description of Services

Consultant will retain title of CFO and serve as principal financial officer and provide ongoing strategic and financial advisory services to support the Company’s CFO transition, including but not limited to knowledge transfer, financial planning and analysis, budgeting guidance, oversight of financial reporting processes, and executive-level consultation on key financial matters. Consultant will be available on an as-needed basis to ensure continuity and stability during the transition period.

Exhibit B - Compensation

Consultant shall be compensated at a flat fee of Ten Thousand Dollars ($10,000) per month for services rendered under this Agreement. This fee is inclusive of all time, expenses, and costs incurred by Consultant unless otherwise agreed to in writing by the Company.

November 5, 2025

•Quarterly GMV rose 58.7% YoY exceeding $1 Billion for the first time

•Total Revenue increased 67.0% YoY reaching a new quarterly high

•Net Income Per Diluted Share in the quarter grew 70.5% YoY to $0.75; Adjusted Net Income Per Diluted Share climbed 51.1% YoY to $0.71

•For FY2025, Sezzle is raising guidance for Net Income Per Diluted Share, Adjusted Net Income Per Diluted Share, and Adjusted EBITDA

•Introducing FY2026 Adjusted Net Income Per Diluted Share guidance of $4.35

Sezzle Inc. (NASDAQ:SEZL) (Sezzle or Company) // Purpose-driven digital payment platform, Sezzle, is pleased to update the market on key financial metrics for the quarter ended September 30, 2025.

“Our products continue to resonate with consumers, as we’re seeing clear momentum in both engagement and scale,” noted Charlie Youakim, Sezzle Executive Chairman and CEO. “It’s exciting to cross $1 billion in quarterly GMV for the first time, which reflects a growing loyal consumer base. We’re sharpening our focus on proven results and long-term innovation, and we're looking forward to supporting shoppers with our tools this holiday season.”

•Gross Merchandise Volume (GMV) climbed 58.7% YoY to a new quarterly high of $1.0 billion in 3Q25. The increase in GMV was driven by greater usage of our subscription products and On-Demand; our focus on consumer acquisition, engagement, and retention through marketing and advertising initiatives; as well as changes in consumer underwriting. For example, overall consumer purchase frequency rose to 6.5x in 3Q25 from 5.4x in the prior comparable period.

•These factors also drove Total Revenue up 67.0% YoY to a new quarterly high of $116.8 million, representing 11.2% of GMV.

•Sezzle added an incremental 36,000 Monthly On-Demand & Subscribers (MODS) during the quarter, bringing the total to 784,000 (rounded to the nearest thousand). The increase was largely driven by subscriber (Premium and Anywhere) growth versus On-Demand, as the Company’s marketing and advertising efforts emphasized subscription over On-Demand. On-Demand remains an important growth driver, but the Company’s subscription products have greater lifetime values because of greater retention, purchase activity, and payment performance.

•Total Operating Expenses increased 65.4% YoY to $81.2 million. Despite higher expenses, Operating Expenses fell 0.6 percentage point to 69.6% of Total Revenue and rose 0.4 percentage point to 7.8% of GMV.

•Transaction Related Costs1 expanded 70.0% YoY to $53.5 million, representing 5.1% of GMV versus 4.8% in the same period last year. The jump reflects a higher provision for credit losses, which remains on track with FY2025 guidance (now expecting 2.5%-2.75% of GMV versus previous guidance of 2.5%-3.0%) and aligns with the Company’s growth-focused underwriting strategy to promote consumer acquisition and retention.

•Operating Income rose 70.6% YoY to $35.6 million, and Operating Margin increased 0.6 percentage point to 30.4% of Total Revenue and 0.2 percentage point to 3.4% of GMV.

•Total Revenue Less Transaction Related Costs1 improved 64.5% YoY to $63.3 million, equal to 6.0% of GMV, up 0.2 percentage point YoY. As a share of Total Revenue, the metric declined 0.8 percentage point YoY to 54.2%.

•Non-Transaction Related Operating Expenses1 grew 50.9% YoY to $31.6 million in 3Q25. Higher marketing and advertising spend drove most of the increase ($8.8 million versus $2.7 million in 3Q24). However, the metric as a share of Total Revenue decreased by 2.9 percentage points YoY to 27.1%, highlighting the Company’s commitment to maintaining cost discipline and further leveraging its cost structure.

oNon-Transaction Related Operating Expenses and Total Operating Expenses includes $1.3 million in Corporate Strategic Project Costs for professional services tied to capital markets activities, the Company’s antitrust suit, and the exploration of pursuing a bank charter.

•Net Income jumped 72.7% YoY to $26.7 million, representing a 0.7 percentage point margin expansion to 22.8% of Total Revenue. Following a similar trend, Earnings per Diluted Share increased 70.5% to $0.75 from $0.44.

oAdjusted Net Income1 reached $25.4 million, up 52.6% YoY and equal to 21.8% of Total Revenue. Adjusted Net Income per diluted share2 rose 51.1% YoY to $0.71 from $0.47 in 3Q24.

1 See appendix for a reconciliation of non-GAAP financial measures.

2 Per diluted share figures reflect 6-for-1 common stock split effective March 28, 2025.

•Growing 74.6% YoY, Adjusted EBITDA3 reached $39.6 million in 3Q25, accounting for 33.9% of Total Revenue and reflecting a 1.5 percentage point margin expansion versus 3Q24.

•As of September 30, 2025, Sezzle had $134.7 million of cash and cash equivalents, $30.5 million of which was restricted.

•The Company had an outstanding principal balance of $118.0 million on its $150.0 million credit facility as of quarter end.

•On October 30, 2025, Sezzle and its line of credit provider executed Amendment No. 3 to the Revolving Credit and Security Agreement, increasing the borrowing capacity from $150.0 million to $225.0 million by exercising the previously available $75.0 million accordion feature.

3 See appendix for a reconciliation of non-GAAP financial measures.

* Non‑GAAP adjusted financial guidance reflects add-backs for expenses associated with corporate strategic initiatives. The November 2025 Guidance assumes diluted weighted-averaged share count of 35.5 million.

•Throughout 2025, Sezzle has continuously expanded its app features to deepen value across every phase of the shopper journey.

oThe Earn Tab is emerging as a central hub for engagement, rewarding consumers through experiences like Sezzle Arcade, Coupons & Discounts, Gas & Grocery/Dining Discount, Money IQ, and Sezzle Quest. With tens of thousands offers already available and receipt-based rewards launching soon, the Earn Tab is expected to expand value beyond the shopping journey, extending Sezzle’s reach beyond checkout.

oThe Sezzle Browser Extension (available on iOS devices) helps Consumers shop smarter by automatically surfacing offers and coupons as they browse, creating a seamless way to save and earn rewards.

oThe Company’s latest feature releases are translating into measurable growth in platform usage: Monthly Active Users4 grew 38% YoY, Revenue-Generating Users5 by month rose 120% YoY, and Monthly Sessions6 climbed 78% YoY.

•Sezzle signed two new Enterprise partners in 3Q25 – D&B Supply and Dunham’s Sports. These additions reflect Sezzle’s growing appeal among retailers seeking flexible payment options.

•Sezzle's national recognition continued in 2025, as it recently landed in TIME's top 100 inaugural list of America’s Growth Leaders. The distinction is awarded to U.S.-based, publicly traded companies that have demonstrated exceptional revenue growth, strong financial stability, and compelling stock performance.

•On November 1, 2025, Karen Hartje advised the Company of her intention to resign as Chief Financial Officer of Sezzle for personal reasons. To accommodate a smooth transition of responsibilities, the Company entered into a Consulting Agreement whereby Ms. Hartje will continue to serve as Chief Financial Officer and principal financial officer, reporting directly to Charlie Youakim, Chairman and CEO.

4 Monthly Active Users is defined as the number of unique users that transacted or engaged with the Sezzle app during the month.

5 Revenue Generating Users are unique users that Sezzle monetized.

6 Session for the month of September 2025. A Session occurs when a Sezzle Consumer opens the Sezzle app and ends after 30 minutes of inactivity.

•Sezzle Management will participate in the following investor events:

oNovember 17, 2025: Oppenheimer Non-Deal Roadshow (New York City).

oNovember 18, 2025: Wells Fargo's 9th Annual TMT Summit.

oDecember 16, 2025: Northland Growth Conference.

oDecember 17, 2025: Needham Non-Deal Roadshow (Boston).

The Company will host its third quarter earnings conference call on November 5, 2025, at 5:00pm ET.

To register for the call, please navigate to: https://dpregister.com/sreg/10204064/10031acd240

All participants can access the webcast using the following link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=wINtbIvE

Upon registration, participants will receive the dial-in number. Those without internet access or unable to pre-register may dial in by calling: 1-866-777-2509 (US/CA toll free) or 1-412-317-5413 (international toll). A replay will be available until November 12, 2025. To access the replay dial 1-855-669-9658 (US toll free) or 1-412-317-0088 (International toll). Replay access code: 9729701.

In conjunction with the earnings call, the Company will release its presentation on the Sezzle Investor Relations website before the call. Please navigate to the Sezzle Investor Relations website for the presentation that management will review on the call.

3Q25 Non-GAAP Operating Results7

7 See appendix for a reconciliation of non-GAAP financial measures.

(1)Adjusted prior periods to include the windfall/shortfall to income tax expense for equity-based compensation.

(2)Effective March 28, 2025, we performed a 6-for-1 stock split of the Company’s common stock, affected through a stock dividend. Share and per-share amounts have been retroactively adjusted.

Investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when we establish reserves for one or more contingencies. Also, our regular reserve reviews may result in adjustments of varying magnitude as additional information regarding claims activity becomes known. Reported results, therefore, may be volatile in certain accounting periods.

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.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements include our expectations, whether stated or implied, regarding our financing plans and other future events.

Forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," other words or expressions of similar meaning (or the negative versions of such words or expressions). These forward-looking statements address various matters including statements regarding the timing or nature of future operating or financial performance or other events. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others: impact of the “buy-now, pay-later” (“BNPL”) industry becoming subject to increased regulatory scrutiny; impact of operating in a highly competitive industry; impact of macro-economic conditions on consumer spending; our ability to increase our merchant network, our base of consumers and gross merchandise value (GMV); our ability to effectively manage growth, sustain our growth rate and maintain our market share; our ability to maintain adequate access to capital in order to meet the capital requirements of our business; impact of exposure to consumer bad debts and insolvency of merchants; impact of the integration, support and prominent presentation of our platform by our merchants; impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; impact of key vendors or merchants failing to comply with legal or regulatory requirements or to provide various services that are important to our operations; impact of the loss of key partners and merchant relationships; impact of exchange rate fluctuations in the international markets in which we operate; our ability to protect our intellectual property rights and third party allegations of the misappropriation of intellectual property rights; our ability to retain employees and recruit additional employees; impact of the costs of complying with various laws and regulations applicable to the BNPL industry in the United States and Canada; and our ability to achieve our public benefit purpose and our election to forego B Corporation recertification and other factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) and the Company’s subsequent filings filed with the SEC. You are encouraged to read the Company's Annual Report and other filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The Company cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. You are The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. The Company's business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

To supplement our operating results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), we present the following non-GAAP financial measures: Total revenue less transaction related costs; transaction related costs; non-transaction related operating expenses; adjusted net income; adjusted net income margin; adjusted net income per diluted share; adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”); and Adjusted EBITDA margin. Definitions of these non-GAAP financial measures and summaries of the reasons why management believes that the presentation of these non-GAAP financial measures provide useful information to the Company and investors are as follows:

•Total revenue less transaction related costs is defined as GAAP total revenue less transaction related costs. Transaction related costs is the sum of GAAP transaction expense, provision for credit losses, and net interest expense less certain non-recurring charges as detailed in the reconciliation table of GAAP operating income to non-GAAP total revenue less transaction related costs above. We believe that total revenue less transaction related costs is a useful financial measure to both management and investors for evaluating the economic value of orders processed on the Sezzle Platform.

•Non-transaction related operating expenses is defined as the sum of GAAP personnel; third-party technology and data; marketing, advertising, and tradeshows; and general and administrative operating expenses. We believe that non-transaction related operating expenses is a useful financial measure to both management and investors for evaluating our management of operating expenses not directly attributable to orders processed on the Sezzle Platform.

•Adjusted EBITDA is defined as GAAP net income, adjusted for certain charges including depreciation, amortization, equity and incentive–based compensation, corporate strategic project costs, and merger-related costs, as well as net interest expense as detailed in the reconciliation table of GAAP net income to adjusted EBITDA. We believe that this financial measure is a useful measure for period-to-period comparison of our business by removing the effect of certain non-cash and non-recurring charges, as well as funding costs, that may not directly correlate to the underlying performance of our business.

•Adjusted EBITDA margin is defined as Adjusted EBITDA divided by GAAP total revenue. We believe that this financial measure is a useful measure for period-to-period comparison of our business’ unit economics by removing the effect of certain non-cash and non-recurring charges, as well as funding costs, that may not directly correlate to the underlying performance of our business.

•Adjusted net income is defined as GAAP net income, adjusted for certain charges including discrete tax items, fair value adjustments on warrants, losses on the extinguishment of our lines of credit, corporate strategic project costs, and other income and expense, as detailed in the reconciliation table of GAAP net income to adjusted net income. We believe that this financial measure is useful for period-to-period comparison of our business by removing the effect of certain charges that, in management's view, does not correlate to the underlying performance of our business during a given period.

•Adjusted net income margin is defined as Adjusted net income divided by GAAP total revenue. We believe that this financial measure is a useful measure for period-to-period comparison of our business by removing the effect of certain charges that, in management's view, does not correlate to the underlying performance of our business during a given period.

•Adjusted net income per diluted share is defined as non-GAAP adjusted net income divided by GAAP weighted-average diluted shares outstanding. We believe that this financial measure is a useful measure for period-to-period comparison of shareholder return by removing the effect of certain charges that, in management's view, does not correlate to the underlying performance of our business during a given period.

Additionally, we have included these non-GAAP measures because they are key measures used by our management to evaluate our operating performance, guide future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of resources. Therefore, we believe these measures provide useful information to investors and other users of this press release to understand and evaluate our operating results in the same manner as our management and board of directors. However, non-GAAP financial measures have limitations, should be considered supplemental in nature, and are not meant as a substitute for the related financial information prepared in accordance with U.S. GAAP. These limitations include the following:

•Total revenue less transaction-related costs is not intended to be measures of operating profit or cash flow profitability as they exclude key operating expenses such as personnel, general and administrative, and third-party technology and data, which have been, and will continue to be for the foreseeable future, significant recurring GAAP expenses.

•Transaction related costs exclude significant expenses such as personnel, general and administrative, and third-party technology and data, which have been, and will continue to be for the foreseeable future, significant recurring GAAP expenses.

•Non-transaction related operating expenses exclude significant expenses, including transaction expense and provision for credit losses, which have been, and will continue to be for the foreseeable future, significant recurring GAAP expenses.

•Adjusted EBITDA and adjusted EBITDA margin exclude certain charges such as depreciation, amortization, and equity and incentive–based compensation, which have been, and will continue to be for the foreseeable future, recurring GAAP expenses. Further, these non-GAAP financial measures exclude certain significant cash inflows and outflows, which have a significant impact on our working capital and cash.

•Adjusted EBITDA and adjusted EBITDA margin excludes net interest expense, which has a significant impact on our GAAP net income, working capital, and cash.

•Adjusted net income, adjusted net income margin, and adjusted net income per diluted share excludes certain charges such as losses on the extinguishment of our lines of credit, fair value adjustments on our warrants, other income and expense, and discrete tax items which have been, and may be in the future, recurring GAAP expenses. Further, these non-GAAP financial measures exclude certain significant cash inflows and outflows, which have a significant impact on our working capital and cash.

•Long-lived assets being depreciated or amortized may need to be replaced in the future, and these non-GAAP financial measures do not reflect the capital expenditures needed for such replacements, or for any new capital expenditures or commitments.

•These non-GAAP financial measures do not reflect income taxes that may represent a reduction in cash available to us.

•Non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs.

•Other companies, including companies in our industry, may calculate the non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures.

Because of these limitations, you should not consider these non-GAAP financial measures in isolation or as substitutes for analysis of our financial results as reported under GAAP, and these non-GAAP financial measures should be considered alongside other financial performance measures, including net income and other financial results presented in accordance with GAAP. We encourage you to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.