Sezzle Inc. 8-K

What Happened
Sezzle Inc. announced that director Karen Webster resigned from the board effective April 3, 2026, citing a growing difference in perspective with management on the company’s direction and governance. On April 9, 2026 the Board appointed Bryan Hunt (age 57) as an independent, non‑employee director to fill the vacancy. Mr. Hunt was named to the Audit & Risk, Compensation, and Nominating & Corporate Governance Committees.

Key Details

• Resignation: Karen Webster resigned effective April 3, 2026; she had served on the Audit & Risk, Compensation, and Nominating & Corporate Governance Committees.
• Appointment: Bryan Hunt appointed April 9, 2026; will serve until the next annual meeting and is deemed independent under Nasdaq rules.
• Compensation: Mr. Hunt will receive an annual board retainer of $65,000 plus $7,500 for Audit committee service and $3,750 for each of the other two committees (prorated).
• Equity award: Mr. Hunt receives 935 restricted stock units (prorated FY2025 non‑employee award); vesting over ~3.7 years (25% on April 1, 2027, remainder in equal quarterly installments). He has also entered the company’s standard director indemnification agreement.

Why It Matters
Board composition and independent oversight are material for governance and risk oversight. Sezzle replaced a sitting director with an independent financial‑services professional (Mr. Hunt), who joins key committees including Audit & Risk — potentially affecting oversight of financial reporting and compensation governance. The filing discloses standard director pay and an equity grant; there were no related‑party transactions or unusual arrangements reported in connection with the appointment.