Sezzle Inc. Announces Change of Independent Auditor: Baker Tilly Dismissed, PwC Engaged

Key Points:

• Sezzle Inc. (NASDAQ: SEZL) has dismissed Baker Tilly US, LLP as its independent registered public accounting firm, effective March 16, 2026.
• The Audit Committee of Sezzle’s Board of Directors unanimously approved the decision to terminate Baker Tilly and engage PricewaterhouseCoopers LLP (PwC) as the new auditor, pending completion of PwC’s client acceptance procedures.
• Baker Tilly’s audit reports for the fiscal years ended December 31, 2025 and 2024 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
• However, Baker Tilly’s report on Sezzle’s internal control over financial reporting as of December 31, 2025 cited a material weakness: ineffective controls around the classification of cash flows related to notes receivable.
• There were no disagreements between Sezzle and Baker Tilly regarding accounting principles, financial statement disclosures, or audit procedures in the past two years and up to the dismissal date.
• Sezzle provided Baker Tilly with a copy of its disclosures and requested a letter stating Baker Tilly’s agreement with the statements made in the Form 8-K. Baker Tilly confirmed agreement in its letter, filed as Exhibit 16.1.
• Sezzle has not previously consulted with PwC regarding any accounting or audit matters that would have influenced its decision.

Details for Investors:

• Material Weakness in Internal Controls: The company’s internal control weakness relates specifically to the design and maintenance of controls for correctly classifying cash flows related to notes receivable. This issue was previously disclosed in Sezzle’s 2025 Annual Report and discussed with Baker Tilly. The weakness could impact the accuracy of financial reporting and investor confidence.
• Transition to PwC: PwC is a highly reputable global accounting firm. The engagement is subject to PwC’s standard client acceptance procedures, but signals Sezzle’s intent to strengthen its audit oversight and potentially address prior control deficiencies.
• No Disagreements or Reportable Events: Aside from the noted material weakness, Baker Tilly’s audits were clean, and there were no disputes or unresolved issues that might indicate deeper financial or operational risks.
• Price Sensitivity: Changes in auditor, especially following disclosure of internal control weaknesses, can be price sensitive. Investors may interpret the move as a proactive step to improve governance and financial reporting, but may also be concerned about the material weakness and its resolution timeline.
• Regulatory Compliance: The filing confirms compliance with SEC rules regarding auditor changes and communication with shareholders.

Shareholder Impact & Potential for Share Price Movement:

• Auditor changes often signal shifts in governance or responses to internal issues. The disclosure of a material weakness is a risk factor that could impact investor sentiment and share price until resolved.
• Engagement of PwC may be viewed positively, as it is a leading global auditor, potentially improving the credibility of Sezzle’s financial statements and controls.
• The timing of the change, following the annual audit and identification of a material control weakness, suggests Sezzle is acting to address deficiencies, which may reassure some investors but raise questions for others.
• Investors should monitor subsequent filings and audit reports for evidence of improved controls and financial transparency.

Other Details:

• Sezzle’s common stock trades on NASDAQ under the symbol SEZL.
• The company is incorporated in Delaware and headquartered in Minneapolis, MN.
• Sezzle is not classified as an Emerging Growth Company under SEC rules.

Disclaimer: This article summarizes information disclosed by Sezzle Inc. in its SEC Form 8-K filed March 20, 2026. It is intended for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult their advisors before making any investment decisions. The presence of material weaknesses in internal controls and auditor changes are price-sensitive events that may affect share value.

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