DEF 14A of Sezzle Inc., Oct 9, 2026

DEF 14A of Sezzle Inc.

Filed Oct 9, 2026 · FY20250001662991-26-000167

Open on EDGAR

  1. Director Biographies

    Director Biographies

  2. Director Biographies

    | | Kyle Brehm Independent Non-Executive Director | | | Mr. Brehm is the founder and principal of Brehm Tax Counsel PLLC, a law firm focused on state and local tax matters. Prior to founding Brehm Tax Counsel PLLC in 2026, Mr. Brehm was a State & Local Tax Partner at Jones Walker LLP from 2025 to 2026 and Fredrikson & Byron P.A. from 2019 to 2025. Mr. Brehm was also previously a director at PricewaterhouseCoopers LLP. Mr. Brehm also served as a member of the board of directors and as treasurer of eQuality – Pathways to Potential, a Minneapolis-based nonprofit organization, from 2012 to 2022. Mr. Brehm holds a Bachelor of Arts degree from Saint John’s University, a Juris Doctor degree from the University of Minnesota Law School, and a Master of Business Administration degree from the University of Minnesota Carlson School of Management. We believe Mr. Brehm is well-qualified to serve as a member of our Board of Directors. His extensive legal, tax, and advisory experience, together with his prior board service, provides the Board with valuable expertise in tax, legal, governance, and business matters relevant to the Company. | | Age: 42 Director since 2024 Committees: •Compensation •Nominating and Corporate Governance •Audit and Risk | |

  3. Director Biographies

    | | Stephen East Independent Non-Executive Director | | | Mr. East has served on the Board of Toll Brothers, Inc. (NYSE: TOL) since 2020 and previously was one of the country’s preeminent Wall Street Housing analysts. He is widely recognized as an influential expert on the single-family new construction industry and Consumer Behavior. With 30+ years of wide-ranging research and industry experience, Mr. East is well-known for his focus on strategy, managerial talent, capital structure and housing-related macroeconomics. Mr. East retired from Wells Fargo in 2019 after serving as a Managing Director and Senior Consumer Analyst, heading the Equity Research team that covered the Homebuilding and Building Products sectors. Prior to joining Wells Fargo, he was recruited by Evercore ISI and spent four years there as a Partner and Senior Managing Director heading the firm’s Housing research effort. Prior to joining Evercore ISI, he spent nearly two decades in equity research and investment management, including roles as Director of Research. He also spent six years in industry at Monsanto. Mr. East was Institutional Investor ranked for numerous years, including multiple years ranked No. 1 in the annual Institutional Investor analyst survey for Homebuilding & Building Products. He was also recognized by StarMine as a top analyst. Mr. East is a CFA Charterholder and is a Financial Expert as defined by the Sarbanes-Oxley Act of 2002. He currently sits on the Audit & Risk and Executive Compensation committees and is Chair of the Public Debt & Equity Securities committee of Toll Brothers Board. Mr. East earned an MBA from the University of Missouri and a BS in Finance from Arkansas State University, which he attended on an athletic scholarship. We believe that Mr. East is a valuable asset to our Board of Directors due to his financial acumen and extensive experience in the capital markets and corporate governance at public companies. | | Age: 62 Director since 2024 Committees: •Compensation (Chair) •Nominating and Corporate Governance (Chair) •Audit and Risk (Chair) | |

  4. Director Biographies

    | | Bryan Hunt Independent Non-Executive Director | | | Mr. Hunt has served as a member of the Board of Directors since April 2026. Mr. Hunt has served as a General Partner of Relevance Ventures since 2021 and is an experienced financial services professional and awarded financial analyst with expertise in securities analysis, investment banking, and corporate valuation. Prior to joining Relevance Ventures, Mr. Hunt spent more than 24 years at Wells Fargo and its predecessors in both high yield and equity research. He was recognized by Institutional Investor Magazine as the top food and beverage high yield analyst for seven consecutive years and the top high yield analyst across all industries in 2016. Mr. Hunt holds honors and distinctions from Vanderbilt University – Owen Graduate School of Management and the University of Alabama, and he holds the Chartered Financial Analyst designation. Mr. Hunt was recommended to be a nominee to the Board of Directors by our CEO and CFO. We believe that Mr. Hunt is a valuable asset to our Board of Directors due to his extensive experience in financial analysis and capital markets and his investment experience with consumer and financial services companies. | | Age: 57 Director since 2026 Committees: •Compensation •Nominating and Corporate Governance •Audit and Risk | |

  5. Director Biographies

    | | Paul Paradis Executive Director and President | | | Mr. Paradis co-founded Sezzle and has served as a member of our Board of Directors since May 2018. Mr. Paradis has served as President since July 2020 and, prior to serving as President, Mr. Paradis was our Chief Revenue Officer starting in May 2016. Mr. Paradis has extensive experience in sales and marketing. He began his career in sales with the Minnesota Timberwolves. He left the Timberwolves to attain his MBA from the Carlson School of Management at the University of Minnesota, where he focused on marketing and strategy. After graduating from the Carlson School of Management, Mr. Paradis spent six years leading sales and marketing at Dashe & Thomson and the Abreon Group, boutique management consultancies focused on IT transformation adoption. Mr. Paradis co-founded Sezzle in 2016. At Sezzle, Mr. Paradis oversees sales, account management, strategic partnerships, and customer and merchant support. Mr. Paradis has a Bachelor of Arts in Political Science from Davidson College and an MBA from the University of Minnesota. We believe Mr. Paradis is well-qualified to serve as a member of our Board of Directors due to his experience from serving as co-founder and President at Sezzle, in addition to his experience in IT transformation. | | Age: 42 Director since 2018 Committees: None. | |

  6. Director Biographies

    | | Charles Youakim Executive Chairman and Chief Executive Officer | | | Mr. Youakim is our co-founder, Executive Chairman, and Chief Executive Officer of Sezzle. Mr. Youakim is a serial technology entrepreneur with over fifteen years of experience in growing fintech companies from inception to large-scale businesses. Mr. Youakim began his career as an engineer and software developer. After successfully advancing in his early career, he returned to business school where he was able to focus on expanding his knowledge of finance, marketing, and business strategy. In 2010, after completing business school, Mr. Youakim founded his first payments company, Passport Labs, Inc. Passport became a leader in software and payments for the transportation industry. At Passport, Mr. Youakim led the construction and the original technology and led the company as it disrupted the industry through the introduction of white label systems and payment wallets. Passport is the technology behind enterprise transportation installations like ParkChicago, ParkBoston, and the GreenP in Toronto. Mr. Youakim co-founded Sezzle in 2016 and also planned much of the business’ technology architecture. Mr. Youakim has a degree in Mechanical Engineering from the University of Minnesota and an MBA from the Carlson School of Management at the University of Minnesota. We believe Mr. Youakim is well-qualified to serve as a member of our Board of Directors due to his perspective and experience from serving as co-founder and Chief Executive Officer of Sezzle, as well as his experience leading other technology companies. | | Age: 49 Director since 2016 Committees: None. | |

  7. Director Compensation

    Director Compensation Under our bylaws, the Board of Directors establishes the fees for non-executive directors based on recommendations of the Compensation Committee. The Board of Director’s policy is to compensate non-executive directors at competitive market rates to attract and retain individuals of high caliber and quality, having regard to fees paid and/or equity awards granted for comparable companies and the size, complexity, and spread of our operations. We have entered into an individual appointment letter or agreement with each of our non-executive directors. Our compensation structure for non-executive directors is to provide annual compensation in an amount equal to $60,000 for serving as a member of the Board of Directors, $15,000 for serving as the Chair of the Audit and Risk Committee, $7,500 for serving as either the Chair of the Compensation Committee or Chair of the Nominating and Corporate Governance Committee, $7,500 for serving as a member of the Audit and Risk Committee, and $3,750 for serving as a member of the Compensation Committee or Nominating and Corporate Governance Committee. The fees earned by the non-executive directors for the year ended December 31, 2025, including stock awards, are as set forth below:

  8. Director Compensation

    | Name | Fees earned or paid in cash(1) | Stock awards(2) | Option awards | Non-equity incentive plan compensation | Nonqualified deferred compensation earnings | All other compensation(3) | Total | | Kyle Brehm(5) | $75,000 | $59,862 | $— | $— | $— | $2,463 | $137,325 | | Stephen East(5) | 90,000 | 59,862 | — | — | — | 2,880 | 152,742 | | Karen Webster(4)(5) | 75,000 | 59,862 | — | — | — | 10,666 | 145,528 |

  9. Director Compensation

    (1)Fees earned or paid in cash represent compensation for serving as a member of the Board of Directors and as Chair and/or member of the Audit and Risk Committee, Compensation Committee, and Nominating and Corporate Governance Committee. (2)Represents the grant date fair value of stock awards determined in accordance with ASC Topic 718. Stock awards were issued on May 21, 2025, in the form of Restricted Stock Awards ("RSAs") to Messrs. Brehm and East, and Restricted Stock Units ("RSUs") to Ms. Webster. Each received 604 stock awards. The awards vest over a four-year term, with 25% of the awards vesting on May 21, 2026, and the remaining awards vesting on a quarterly basis thereafter, based on continued service. The grant date fair value of the stock awards was determined using $99.11. (3)Amounts represent a stipend paid for Company-related travel expenses and to support educational resources. (4)Ms. Webster resigned from the Board of Directors on April 3, 2026. (5)As of December 31, 2025, Messrs. Brehm and East and Ms. Webster held 2,482, 2,482 and 4,918 unvested RSAs/RSUs, respectively.

  10. PROPOSAL ONE: Election of Directors

    PROPOSAL ONE: Election of Directors Our Board of Directors is currently comprised of five members. Section 3.3 of the Bylaws provides that each Director shall be elected at each Annual Meeting of Stockholders and shall hold office until the next Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. All Directors seek election in accordance with the Certificate of Incorporation and the Bylaws. Each nominee has consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unable to serve, proxies will be voted for a substitute nominee designated by the Board, or the Board may reduce its size.

  11. Executive Compensation Policies and Practices

    Executive Compensation Policies and Practices Our executive compensation program is overseen by the Compensation Committee, which is composed entirely of independent directors and is advised by FW Cook, its independent compensation consultant. The program is built around three elements: a market-competitive base salary; an annual cash bonus opportunity under the PSIP that is funded only if the Company achieves pre-established profitability thresholds; and long-term equity awards that vest over four years and tie a substantial portion of each executive’s compensation to the value of our common stock. The Compensation Committee reviews the program annually against market data and evolving governance standards, and the practices summarized below reflect its current approach.

  12. Compensation Governance Practices

    | What We Do | What We Don’t Do | | ✔ Fund the annual PSIP bonus pool only upon achievement of pre-established Adjusted Pre-Bonus Net Income thresholds | ✘ No guaranteed bonuses or salary increases | | ✔ Deliver a significant portion of NEO compensation in equity awards that vest over four years | ✘ No single-trigger change-in-control payments; equity acceleration generally requires a qualifying termination | | ✔ Maintain a clawback policy compliant with Exchange Act Rule 10D-1 and Nasdaq Rule 5608 | ✘ No excise tax or other tax gross-ups | | ✔ Prohibit hedging, short sales and margin accounts; permit pledging only with Audit and Risk Committee approval and ongoing monitoring | ✘ No perquisites or personal benefits beyond broad-based employee programs | | ✔ Retain an independent compensation consultant (FW Cook) that reports directly to the Compensation Committee | ✘ No defined benefit pension or nonqualified deferred compensation plans | | ✔ Benchmark executive compensation against market survey data for companies of comparable size | ✘ No repricing of underwater stock options without stockholder approval | | ✔ Hold an advisory vote on executive compensation | ✘ No employment agreements with multi-year guaranteed terms; severance limited to pay in lieu of notice | | ✔ Compensation Committee composed entirely of independent directors | ✘ No dividends or dividend equivalents paid on unvested equity awards |

  13. Market Benchmarking

    Market Benchmarking In 2025, FW Cook performed a comprehensive review of our compensation for directors and senior executives to provide a competitive reference for go-forward pay decisions. FW Cook’s benchmarking analysis used two sets of third-party survey data: general industry companies and software companies, each with revenues between $200 million and $500 million. FW Cook did not identify a custom peer group of specific companies for fiscal 2025. FW Cook presented its analysis to the Compensation Committee on August 21, 2025. The Compensation Committee does not target a specific percentile but uses the survey data as one reference point among the factors described under "Determination of Compensation."

  14. Bonuses

    Bonuses Our named executive officers are eligible to participate in our Profit-Sharing Incentive Plan ("PSIP"), which provides an annual bonus opportunity based on a combination of company-wide financial results as well as individual performance. For 2025, the Compensation Committee established a bonus pool based on a percentage that ranges from 3.50% to 6.25% of adjusted pre-bonus net income, dependent upon the achievement of certain adjusted pre-bonus net income thresholds. Each named executive officer has a target PSIP opportunity expressed as a percentage of annual base salary: 100% for Mr. Youakim and 50% for each of our other named executive officers. Target awards are payable only if the PSIP pool is funded based on achievement of the pre-established Adjusted Pre-Bonus Net Income thresholds described below. Because 2025 Adjusted Pre-Bonus Net Income of $126.5 million resulted in a 90% funding level, Messrs. Youakim, Paradis and Sabzivand earned PSIP awards equal to 90% of their respective target opportunities. Ms. Hartje did not receive a 2025 PSIP award because she was not employed by the Company on the payment date. The adjusted pre-bonus net income thresholds for 2025 were as follows:

  15. Bonuses

    | Adjusted Pre-Bonus Net Income(1) Range (in $ millions) | Payout (% of Target)(2) | Base Pool Rate (%)(2) | PSIP Rate (% of Adjusted Pre-Bonus Net Income) | | $0.0–$99.9 | 70% | 5% | 3.50% | | $100.0–$119.9 | 80% | 5% | 4.00% | | $120.0–$139.9 | 90% | 5% | 4.50% | | $140.0–$154.9 | 100% | 5% | 5.00% | | $155.0 and greater | 125% | 5% | 6.25% |

  16. Bonuses

    1.Adjusted Pre-Bonus Net Income is a non-GAAP financial measure, computed as GAAP pre-tax income plus PSIP bonus expense accrued for the year, tax-effected at an assumed rate of 25%. For 2025, GAAP pre-tax income of $162.9 million plus PSIP expense of $5.8 million, less assumed taxes of $42.2 million, equaled Adjusted Pre-Bonus Net Income of $126.5 million. Because the measure applies an assumed tax rate, it may be lower than GAAP net income. 2.The tier achieved determines both the size of the PSIP pool (payout percentage × 5% × Adjusted Pre-Bonus Net Income) and each named executive officer’s award as a percentage of target. The actual performance, applicable PSIP rate, and resulting bonus pool established are set forth in the table below.

  17. Bonuses

    | Adjusted Pre-Bonus Net Income1 (in $ millions) | Applicable PSIP Rate | PSIP Bonus Pool (in $ millions) | | $126.5 | 4.50% | $5.7 |

  18. Bonuses

    1.Adjusted Pre-Bonus Net Income is a non-GAAP financial measure, computed as GAAP pre-tax income plus PSIP bonus expense accrued for the year, tax-effected at an assumed rate of 25%. For 2025, GAAP pre-tax income of $162.9 million plus PSIP expense of $5.8 million, less assumed taxes of $42.2 million, equaled Adjusted Pre-Bonus Net Income of $126.5 million. Because the measure applies an assumed tax rate, it may be lower than GAAP net income. Actual bonus payments made from the 2025 PSIP bonus pool to our named executive officers were as follows:

  19. Bonuses

    | Named Executive Officer | Cash PSIP Bonus Payout | Discretionary Bonus | Stock-Based PSIP Bonus | | Charles Youakim | $496,408 | $55,157 | $— | | Karen Hartje | — | — | — | | Paul Paradis | 167,833 | 18,649 | — | | Amin Sabzivand | 169,007 | 218,778 | — |

  20. Bonuses

    For 2025, the Compensation Committee established a Company-wide PSIP bonus pool funded at a rate of 3.50% to 6.25% of Adjusted Pre-Bonus Net Income, with the applicable rate determined by the level of Adjusted Pre-Bonus Net Income achieved against pre-established thresholds. No pool is funded unless Adjusted Pre-Bonus Net Income is positive. Based on 2025 Adjusted Pre-Bonus Net Income of $126.5 million, the applicable rate was 4.50%, which, applied to the Adjusted Pre-Bonus Net Income, produced a total pool of $5.7 million available for all eligible employees, including our named executive officers. Individual PSIP payout percentages are stated within each named executive officer's employment agreement. Following year-end, the Compensation Committee determined each named executive officer’s award after considering the Company’s 2025 financial performance, which included net income of $133.1 million (up from $78.5 million in 2024), the executive’s role and scope of responsibility, individual contributions during the year, and market data provided by FW Cook regarding target bonus levels for comparable positions. The Committee made the following determinations: •Mr. Youakim received a cash PSIP award of $496,408, equal to 90% of his annual base salary rate. Additionally, Mr. Youakim received a discretionary cash bonus of $55,157, reflecting the Company’s record 2025 financial results and his leadership of Company initiatives throughout the year. •Mr. Paradis received a cash PSIP award of $167,833, equal to 45% of his annual base salary rate. Additionally, Mr. Paradis received a discretionary cash bonus of $18,649, reflecting growth in merchant partnerships and gross merchandise volume under his leadership of sales, account management and strategic partnerships. •Mr. Sabzivand received a cash PSIP award of $169,007, equal to 45% of his annual base salary rate, reflecting his expanded responsibility for engineering, product, risk, business analytics and operations. In addition Mr. Sabzivand received a discretionary cash bonus of $218,778 in recognition of his expanded leadership of engineering, product, risk, business analytics and operations during 2025. •Ms. Hartje did not receive a 2025 PSIP award because she was not an employee of the Company on the date awards were approved and paid in 2026. All 2025 PSIP awards to our named executive officers were paid in cash in March 2026. Because the PSIP pool is funded only upon achievement of pre-established financial thresholds communicated to participants at the beginning of the year, PSIP awards are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Discretionary bonuses are reported within the 'Bonus' column of the Summary Compensation Table.

  21. Long-Term Incentive Plan (“LTIP”)

    Long-Term Incentive Plan (“LTIP”) Our NEOs are also eligible to participate in our Long-Term Incentive Plan (the “LTIP”), which may provide for grants of restricted stock units and/or stock options under the Sezzle Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), with vesting subject to service-based conditions and/or performance-based conditions. No LTIP awards were granted to our NEOs under the 2021 Equity Incentive Plan in 2025, with the exception of Mr. Sabzivand. Mr. Sabzivand was granted 12,000 RSUs on March 20, 2025, with 25% of the awards vested on the one year anniversary of the grant date and the remaining awards vesting in quarterly installments thereafter.

  22. Time Based RSUs

    Time Based RSUs Certain RSU awards granted in prior years to NEOs are subject to time-based vesting. The RSUs typically vest over four years, subject to the NEO’s continued service through the applicable vesting date. Twenty-five percent (25%) of such RSUs are eligible to vest on the twelve (12) month anniversary of the vesting commencement date, and 6.25% of such RSUs are eligible to vest quarterly thereafter until vested in full on the four-year anniversary of the vesting commencement date. With respect to the RSUs issued on June 14, 2023 to Messrs. Youakim and Paradis, 25% of the awards vested on January 1, 2024, with the remaining portions vesting quarterly thereafter. With respect to the RSUs issued on April 1, 2024, to Mr. Paradis, 25% of the award vested on April 1, 2025, with the remaining vesting quarterly thereafter.

  23. Employment Agreements

    Employment Agreements Messrs. Youakim and Paradis are parties to individual employment agreements with us dated June 1, 2019. Mr. Sabzivand is party to an individual employment agreement with us dated October 10, 2024. Ms. Hartje, while employed, was a party to an individual employment agreement with us dated June 1, 2019. Each employment agreement sets forth the terms and conditions of his or her employment, including an annual base salary, which has subsequently been increased as described above, and the ability to participate in the Company’s equity plans as described below. In addition, our NEOs are bound by certain restrictive covenant obligations pursuant to a Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement, including covenants relating to non-disclosure and use of proprietary information and assignment of inventions, as well as a covenant not to compete or solicit certain of our service providers, customers or prospective customers and suppliers during employment and for a period of one-year immediately following termination of employment for any reason. The severance provisions applicable to our NEOs upon termination of employment or change in control are discussed under the heading “Potential Payments Upon Termination or Change in Control” below.

  24. Equity Plans

    Equity Plans 2016 Employee Stock Option Plan The Company adopted the 2016 Employee Stock Option plan on January 16, 2016 (the “2016 Stock Option Plan”). The purposes of the 2016 Stock Option Plan were to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants, and to promote the success of the Company’s business. The 2016 Stock Option Plan was superseded upon the adoption of the 2019 Equity Incentive Plan (discussed below) by the Company, although the terms of the 2016 Stock Option Plan continue to apply to awards granted under that plan. 2019 Equity Incentive Plan On June 24, 2019, the Board of Directors adopted, and on June 1, 2020 our stockholders approved, as amended, the Sezzle Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”). The 2019 Equity Incentive Plan permitted the grant of incentive stock options to our employees and the grant of stock options, stock appreciation rights, restricted stock or restricted CDI awards, restricted stock units, dividend equivalent rights, and performance awards to our employees, directors, and consultants. The 2019 Equity Incentive Plan was superseded upon the adoption of the 2021 Equity Incentive Plan (discussed below) by the Company, although the terms of the 2019 Equity Incentive Plan continue to apply to awards granted under that plan. 2021 Equity Incentive Plan The Board of Directors, upon the recommendation of the Remuneration and Nomination Committee (the predecessor to our Compensation Committee), adopted the 2021 Equity Incentive Plan, which was subsequently approved by the Company’s stockholders, as a replacement for the 2019 Equity Incentive Plan. This summary is not a complete description of all provisions of the 2021 Equity Incentive Plan and is qualified in its entirety by reference to the 2021 Equity Incentive Plan. Purpose. The purpose of the 2021 Equity Incentive Plan is to advance the interests of the Company by providing for the grant of stock and stock-based awards to the Company’s employees, directors, and consultants. Administration. The 2021 Equity Incentive Plan is administered by the administrator, who has the discretionary authority to, among other things, administer and interpret the 2021 Equity Incentive Plan and any awards granted under it, determine eligibility for and grant awards, determine the exercise price, base value from which appreciation is measured, or purchase price, if applicable to any award, determine, modify, accelerate or waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and procedures for awards and otherwise do all things necessary or desirable to carry out the purposes of the 2021 Equity Incentive Plan. Determinations of the administrator under the 2021 Equity Incentive Plan will be conclusive and binding upon all parties. To the extent permitted by applicable law, the administrator may delegate certain of its powers under the 2021 Equity Incentive Plan to one or more of its members or members of the Board of Directors, officers of the Company or other employees or persons. As used in this summary, the term “administrator” refers to the Compensation Committee or its authorized delegates, as applicable. Eligibility. Employees, directors, and consultants of us or our subsidiaries are eligible to participate in the 2021 Equity Incentive Plan. Eligibility for stock options intended to be incentive stock options under the U.S. tax code (ISOs) is limited to our employees or employees of a “parent corporation” or “subsidiary corporation” of the Company. Eligibility for stock options, other than ISOs, and SARs is limited to individuals who are providing direct services on the grant date to us or certain of our subsidiaries. Authorized Shares. Subject to adjustment as described below, the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the 2021 Equity Incentive Plan is 3,947,370 shares of common stock (“the initial share pool”). The initial share pool automatically increases on January 1 of each year from 2022 to 2031 by the lesser of (i) four percent (4%) of the number of shares of our common stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares of common stock determined by the Board of Directors on or prior to such date for such year (the initial share pool, as so increased, the “Share Pool”). As of December 31, 2025, the Share Pool was comprised of 7,667,542 shares of common stock. The following rules apply in respect of the Share Pool: •Shares of our common stock withheld by us in payment of the exercise price or purchase price of an award or in satisfaction of tax withholding requirements will not reduce the Share Pool. •Shares of our common stock underlying awards that are settled in cash or that expire, become unexercisable, or that terminate or are forfeited to or repurchased by us due to failure to vest will not reduce the Share Pool. •Shares of our common stock delivered under awards in substitution for awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition (“Substitute Awards”) will not reduce the Share Pool. Shares of common stock that may be delivered under the 2021 Equity Incentive Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by the Company. Director Limits. With respect to any non-employee director in any calendar year, the aggregate value of all compensation granted or paid, including awards granted under the 2021 Equity Incentive Plan, may not exceed $750,000 in the aggregate ($1 million in the aggregate with respect to a director’s first calendar year of service on the Board of Directors). The foregoing limits will not apply to any compensation granted or paid to a non-employee director for his or her service to us or one of our subsidiaries other than as a director, including, without limitation, as a consultant or advisor to us or one of our subsidiaries. Types of Awards. The 2021 Equity Incentive Plan provides for the grant of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on our common stock. Dividend equivalents may also be provided in connection with awards under the 2021 Equity Incentive Plan. •Stock Options and SARs. The administrator may grant stock options, including ISOs, and SARs. A stock option is a right entitling the holder to acquire shares of our common stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the 2021 Equity Incentive Plan will be no less than 100% of the fair market value of a share of our common stock on the date of grant (110% in the case of certain ISOs). Other than in connection with certain corporate transactions or changes to our capital structure, stock options and SARs granted under the 2021 Equity Incentive Plan may not be repriced or substituted for by new stock options or SARs having a lower exercise price or base value, nor may any consideration be paid upon the cancellation of any stock options or SARs that have a per share exercise or base price greater than the fair market value of a share of our common stock on the date of such cancellation, in each case, without stockholder approval. Each stock option and SAR will have a maximum term not more than ten years from the date of grant (or five years, in the case of certain ISOs).

  25. Equity Plans

    •Restricted and Unrestricted Stock and Stock Units. The administrator may grant awards of unrestricted stock, unrestricted stock units, restricted stock and restricted stock units. Unrestricted stock is stock not subject to any restrictions under the terms of the award. An unrestricted stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock is stock subject to restrictions requiring that it be redelivered or offered for sale to us if specified conditions are not satisfied. •Performance Awards. The administrator may grant performance awards, which are awards subject to performance criteria. •Other Stock-Based Awards. The administrator may grant other awards that are convertible into or otherwise based on shares of our common stock, subject to such terms and conditions as are determined by the administrator. •Substitute Awards. The administrator may grant Substitute Awards, which may have terms and conditions that are inconsistent with the terms and conditions of the 2021 Equity Incentive Plan. Vesting; Terms of Awards. The administrator will determine the terms of all awards granted under the 2021 Equity Incentive Plan, including the time or times an award will vest or become exercisable, the terms on which awards will remain exercisable and the effect of termination of a participant’s employment or service on awards. The administrator may at any time accelerate the vesting or exercisability of an award. Transferability of Awards. Except as the administrator may otherwise determine, awards may not be transferred other than by will or by the laws of descent and distribution. Performance Criteria. The 2021 Equity Incentive Plan provides for grants of performance awards subject to “performance criteria.” Performance criteria are specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting, or full enjoyment of the award. Performance criteria and any related targets may be applied to a participant individually or to a business unit or division of the Company or the Company as a whole. Performance criteria may also be based on individual performance and/or subjective performance criteria. The administrator may provide that performance criteria applicable to an award will be adjusted in a manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable performance criteria. Effect of Certain Transactions. In the event of a consolidation, merger or similar transaction in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding shares of common stock by a single person or entity, a sale of all or substantially all of the Company’s assets or shares of common stock, a dissolution or liquidation of the Company, or any other transaction the administrator determines to be a covered transaction, the administrator may, with respect to outstanding awards, provide for: •The assumption, substitution or continuation of some or all awards (or any portion thereof) by the acquirer or surviving entity; •The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the fair market value of the shares subject to the award and its exercise or base price, if any, on such terms and conditions as the administrator determines; and/or •The acceleration of exercisability or delivery of shares in respect of some or all awards. Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, the administrator will make appropriate adjustments to the maximum number of shares that may be delivered under the 2021 Equity Incentive Plan; the number and kind of securities subject to, and, if applicable, the exercise price or base value of, outstanding or subsequently granted awards; and any other provisions affected by such event. Clawback. The administrator may provide in any case that any outstanding award, the proceeds from the exercise or disposition of any award, and any other amounts received in respect of any award will be subject to forfeiture and disgorgement to the Company if the participant to whom the award was granted is not in compliance with any provision of the 2021 Equity Incentive Plan, any award, or any restrictive covenant with the Company. Each award is subject to any policy of the Company that relates to trading on non-public information and permitted transactions with respect to shares of stock. In addition, each award will be subject to any policy of the Company that provides for forfeiture, disgorgement, or clawback with respect to incentive compensation that includes awards under the 2021 Equity Incentive Plan and will be further subject to forfeiture and disgorgement to the extent required by law or applicable stock exchange listing standards. Effective Date, Amendments and Termination. The Company’s stockholders adopted the 2021 Equity Incentive Plan on June 11, 2021. No awards may be granted under the 2021 Equity Incentive Plan after June 10, 2031, the tenth anniversary of such approval. The administrator may at any time amend the 2021 Equity Incentive Plan or any outstanding award and may at any time terminate the 2021 Equity Incentive Plan as to future grants of awards. However, except as expressly provided in the 2021 Equity Incentive Plan or applicable award, the administrator may not alter the terms of an award so as to materially and adversely affect a participant’s rights without the participant’s consent (unless the administrator expressly reserved the right to do so at the time the award was granted). Any amendments to the 2021 Equity Incentive Plan will be conditioned on stockholder approval to the extent required by law or applicable stock exchange requirements.

  26. Defined Benefit Pension and Nonqualified Deferred Compensation Plans

    Defined Benefit Pension and Nonqualified Deferred Compensation Plans We do not maintain defined benefit pension or nonqualified deferred compensation plans; accordingly, the Pension Benefits and Nonqualified Deferred Compensation tables are omitted.

  27. Chief Financial Officer Transition

    Chief Financial Officer Transition On January 23, 2026, we announced that Karen Hartje would step down as Chief Financial Officer effective January 31, 2026, and that Lee Brading, our Senior Vice President of Corporate Development and Investor Relations since 2022, would succeed her effective February 1, 2026. Ms. Hartje did not receive severance in connection with her departure. Under a consulting agreement dated November 1, 2025, Ms. Hartje provided support for the Chief Financial Officer transition in exchange for a monthly fee of $10,000; she earned $20,000 under that agreement in 2025. Ms. Hartje's unvested restricted stock units were forfeited upon her transition from employee to consultant status on October 31, 2025. In connection with his appointment, the Company entered into an employment agreement with Mr. Brading, effective February 1, 2026, providing for an annual base salary of $450,000, eligibility to participate in the PSIP with a target opportunity of up to 50% of base salary (prorated for 2026), and a grant of 29,976 restricted stock units whereby the number of RSUs was determined by dividing $2.0 million by $66.72, the closing price on January 21, 2026. The RSUs vest 25% on the first anniversary of the grant and in equal quarterly installments over the following three years, subject to continued service. The agreement provides for six months' advance written notice of termination by either party (other than a termination for cause), and Mr. Brading is bound by our standard Fair Competition Agreement. The Compensation Committee, with input from FW Cook, set these terms to be competitive with chief financial officer compensation relative to market survey data and to provide a meaningful retention incentive through a multi-year equity award. Because Mr. Brading was not an executive officer during fiscal 2025, his compensation is not reflected in the compensation tables in this Proxy Statement; he will be a named executive officer for fiscal 2026.

  28. 2026 Base Salaries and PSIP

    2026 Base Salaries and PSIP In February 2026, the Compensation Committee increased Mr. Youakim's base salary to $579,143, Mr. Paradis's to $391,611 and Mr. Sabzivand's to $431,906, effective March 15, 2026. For fiscal 2026, the PSIP bonus pool will be funded at 2.1% to 3.7% of Adjusted Pre-Bonus Net Income, subject to adjusted pre-bonus net income thresholds ranging from $0 to $254 million. The Committee established individual target opportunities for each named executive officer of 100% of base salary for Mr. Youakim and 50% for other executive officers.

  29. 2026 Long-Term Incentive Awards

    2026 Long-Term Incentive Awards On May 15, 2026, the Compensation Committee granted time-based RSUs to Messrs. Youakim, Paradis and Sabzivand with grant date values of $2,761,360, $1,972,400 and $4,437,900, respectively, vesting over a four year term with 25% of the awards vesting one year from the date of grant and on a quarterly basis thereafter.

  30. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to, received by, or earned during each of the fiscal years ending December 31, 2025, 2024 and 2023 by each of our NEOs.

  31. Summary Compensation Table

    | Name and principal position | Year | Salary | Bonus | Stock awards(1)(2) | Option awards(1)(2) | Nonequity incentive plan compensation(3) | All other compensation(4) | Total ($) | | Charles Youakim, Executive Chairman and Chief Executive Officer | 2025 | $548,653 | $55,157(5) | $— | $— | $496,408 | $185 | $1,100,403 | | | 2024 | 536,510 | — | 463,920 | 682,642 | 540,750 | 291 | 2,224,113 | | | 2023 | 514,423 | — | 1,168,691 | — | 260,000 | 325 | 1,943,439 | | Paul Paradis, Executive Director and President | 2025 | 370,994 | 18,649(5) | — | — | 167,833 | 21,002 | 578,478 | | | 2024 | 362,783 | — | 914,560 | — | 274,238 | 20,714 | 1,572,295 | | | 2023 | 351,923 | — | 719,739 | — | 140,000 | 13,135 | 1,224,797 | | Karen Hartje, former Chief Financial Officer | 2025 | 303,987 | — | — | — | — | 41,135 | 345,122 | | | 2024 | 342,058 | — | 914,560 | — | 155,000 | 20,816 | 1,432,434 | | | 2023 | 327,884 | — | 577,412 | — | 85,000 | 20,018 | 1,010,314 | | Amin Sabzivand, Chief Operating Officer | 2025 | 368,955 | 218,778(5) | 463,920 | — | 169,007 | 21,000 | 1,241,660 | | | 2024(6) | 344,000 | — | 2,638,747 | — | 475,500 | 16,950 | 3,475,197 |

  32. Summary Compensation Table

    (1)Amounts reported represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of options, restricted stock units (“RSUs”) and unrestricted stock earned by each executive officer during fiscal years 2025, 2024 and 2023. The options, RSUs and unrestricted stock were granted under the 2021 Equity Incentive Plan, disregarding the effects of estimated forfeitures. (2)The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the applicable officer upon the sale of any of the underlying shares of common stock. Stock award amounts disclosed for 2024 include unrestricted stock earned for the fiscal year 2024 and issued March 20, 2025 under the Profit-sharing Incentive Plan ("PSIP"), totaling $463,920 for Mr. Youakim, $231,960 for both Mr. Paradis and Ms. Hartje, and $932,247 for Mr. Sabzivand. (3)Amounts reported represent PSIP cash awards earned by the respective officer. (4)Amounts primarily reflect the value of matching contributions made by the Company in 2023, 2024 and 2025 under its 401(k) retirement plan, as well as other fringe benefits. 401(k) matching contributions for Mr. Paradis were $12,810, $20,700, and $21,000 for 2023, 2024, and 2025, respectively. 401(k) matching contributions or Ms. Hartje were $19,693, $20,812, and $21,000 for 2023, 2024, and 2025, respectively. In addition, all other compensation for Ms. Hartje in 2025 includes $20,000 of compensation earned under the November 1, 2025 consulting agreement between Ms. Hartje and the Company. 401(k) matching contributions for Mr. Sabzivand totaled $16,950 and $21,000 in 2024 and 2025, respectively. (5)Represents discretionary cash bonuses approved by the Compensation Committee, as described under ‘Compensation Discussion and Analysis—Bonuses.’ (6)Mr. Sabzivand has been identified as an additional named executive officer for fiscal year 2024. The Company is providing Mr. Sabzivand's 2024 compensation information in this 2026 proxy statement to supplement the executive compensation disclosure contained in the Company's 2025 proxy statement.

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards granted to our named executive officers during fiscal year 2025.

  34. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾ | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(5) | | | | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | | | | Charles Youakim | 2/6/2025 | 386,096 | 551,565 | 689,456 | — | — | | Paul Paradis | 2/6/2025 | 130,537 | 186,482 | 233,102 | — | — | | Karen Hartje | 2/6/2025 | 123,701 | 176,715 | 220,894 | — | — | | Amin Sabzivand | 2/6/2025 | 131,450 | 187,785 | 234,731 | — | — | | | 3/20/2025 | | — | — | 12,000 | 463,920 |

  35. Grants of Plan-Based Awards

    (1)Represents potential payouts under the 2025 PSIP. Each named executive officer's award equals his or her target opportunity (100% of annual base salary for Mr. Youakim and 50% for each other named executive officer) multiplied by a payout percentage of 70% to 125%. The payout percentage is determined by the level of 2025 Adjusted Pre-Bonus Net Income achieved, as described under "Compensation Discussion and Analysis—Bonuses." Actual amounts earned for 2025 (90% of target) are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Discretionary bonuses are not plan-based awards and are not reflected in this table. Ms. Hartje’s 2025 PSIP award was forfeited upon her departure. (2)Represents the payout at 70% of target, which applies if Adjusted Pre-Bonus Net Income is positive but less than $100.0 million. No award is payable if Adjusted Pre-Bonus Net Income is zero or negative. (3)Represents the payout at 100% of target, which applies if Adjusted Pre-Bonus Net Income is between $140.0 million and $154.9 million. (4)Represents the maximum payout of 125% of target, which applies if Adjusted Pre-Bonus Net Income is $155.0 million or greater. (5)Represents the grant date fair value of 12,000 time-based RSUs granted to Mr. Sabzivand on March 20, 2025, computed in accordance with ASC Topic 718 ($38.66 per share). The RSUs have a four year vesting term, whereby 25% vest on March 20, 2026 and subsequently in equal quarterly installments thereafter.

  36. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table sets forth information regarding outstanding option awards and unvested stock awards held by each of the named executive officers on December 31, 2025.

  37. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Charles Youakim | 78,954 | — | — | 5.32(1) | 7/27/2029 | 98,688(3) | 6,264,714 | — | — | | | 24,306 | 40,512 | — | 11.38(2) | 4/1/2034 | — | — | — | — | | Paul Paradis | 78,954 | — | — | 5.32(1) | 7/27/2029 | 59,208(3) | 3,758,524 | — | — | | | — | — | — | — | — | 37,500(4) | 2,380,500 | — | — | | Karen Hartje(9) | — | — | — | — | — | — | — | — | — | | Amin Sabzivand(10) | 6,930 | — | — | 5.23(5) | 4/7/2030 | 29,610(6) | 1,879,643 | — | — | | | — | — | — | — | — | 93,750(7) | 5,951,250 | — | — | | | — | — | — | — | — | 12,000(8) | 761,760 | — | — |

  38. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)Reflects stock options that vested as to 25% of the shares subject to the award on the one-year anniversary of the date of grant (July 27, 2020), with the remaining shares vesting in equal monthly installments over a 36-month period thereafter. (2)Reflects Long-term Incentive Plan options issued to Mr. Youakim on April 1, 2024 under the Company's LTIP program. The options vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter. (3)Reflects Long-term Incentive Plan awards issued on June 14, 2023 for Messrs. Youakim and Paradis. The awards, in the form of Restricted Stock Units, vest over a four-year period, with 25% of the award vesting on January 1, 2024 and the remaining vesting on a quarterly basis thereafter. The value of the awards is calculated using $63.48, the closing trading price of our common stock on December 31, 2025. (4)Reflects Long-term Incentive Plan awards issued on April 1, 2024 to Mr. Paradis in the form of Restricted Stock Units. The awards vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter. The value of the awards is calculated using $63.48, the closing trading price of our common stock on December 31, 2025. (5)Reflects stock options that vested as to 25% of the shares subject to the award on the one-year anniversary of the date of grant (April 7, 2021), with the remaining shares vesting in equal quarterly installments over a 36-month period thereafter. (6)Reflects Long-term Incentive Plan awards issued on April 10, 2023 to Mr. Sabzivand in the form of Restricted Stock Units. The awards vest over a four-year period, with 25% of the award vesting on January 1, 2024 and the remaining vesting on a quarterly basis thereafter. The value of the awards is calculated using $63.48, the closing trading price of our common stock on December 31, 2025. (7)Reflects Long-term Incentive Plan awards issued on April 1, 2024 to Mr. Sabzivand in the form of Restricted Stock Units. The awards vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter. The value of the awards is calculated using $63.48, the closing trading price of our common stock on December 31, 2025. (8)Reflects Long-term Incentive Plan awards issued on March 20, 2025 to Mr. Sabzivand in the form of Restricted Stock Units. The awards vest over a four-year period, with 25% of the award vesting on March 20, 2026 and the remaining vesting on a quarterly basis thereafter. The value of the awards is calculated using $63.48, the closing trading price of our common stock on December 31, 2025. (9)All unvested RSUs were forfeited by Ms. Hartje on October 31, 2025. (10)To supplement the executive compensation disclosure in the Company’s 2025 proxy statement, at which time the Company was treated as an emerging growth company, as of December 31, 2024, Mr. Sabzivand held exercisable options to purchase 60,930 shares of common stock, consisting of 6,582 shares at an exercise price of $0.3167 per share and 54,348 shares at an exercise price of $5.23 per share, and 208,374 unvested RSUs with an aggregate market value of $8,882,984, based on the closing price of the Company’s common stock of $42.63 per share on December 31, 2024.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding stock options exercised by, and stock awards that vested for, each of our named executive officers during the fiscal year ended December 31, 2025.

  40. Option Exercises and Stock Vested

    | Name | Option Awards: Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Stock Awards: Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Charles Youakim | — | — | 78,948 | 4,365,395 | | Paul Paradis | — | — | 69,870 | 3,697,671 | | Karen Hartje | 414,588 | 29,288,128 | 54,084 | 2,824,735 | | Amin Sabzivand | 54,000 | 7,937,244 | 85,014 | 4,439,552 |

  41. Option Exercises and Stock Vested

    (1)Represents the difference between the closing price of our common stock on the date of exercise and the exercise price, multiplied by the number of shares acquired. (2)Represents the number of restricted stock units that vested during 2025 multiplied by the closing price of our common stock on the vesting date, before withholding of shares for taxes. Excludes unrestricted shares issued on March 20, 2025 in payment of 2024 PSIP awards, which were reported in the Stock Awards column of the Summary Compensation Table for 2024.

  42. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers is entitled to severance and other benefits upon a termination of employment in certain circumstances, as described below. The employment of our named executive officers may be terminated: (i) at any time upon mutual written agreement of the parties; (ii) by us immediately and without prior notice for “cause” (as defined in the named executive officer’s employment agreement); (iii) immediately upon death or disability; (iv) by us other than for cause with advance written notice of at least 12 months (six months, in the case of Ms. Hartje and Mr. Sabzivand); or (v) by the named executive officer, other than due to death or disability, with advance written notice of at least 12 months (six months, in the case of Ms. Hartje and Mr. Sabzivand). In lieu of providing the written notice described above, the Company may elect to make a payment to the named executive officer equal to the regular compensation that the named executive officer would have earned over the applicable notice period. Any notice period compensation (including pay in lieu or pay during the period of notice) may be conditioned on the named executive officer executing a release agreement, in a form acceptable to the Company. In addition, pursuant to applicable award agreements, in the event that a named executive officer’s employment is terminated by the Company in connection with, or within the three-year period following, a change of control (as defined in the applicable equity plan or award agreement), all stock options and restricted stock units held by the named executive officer under the Company’s equity plans will immediately vest and become exercisable. The following table quantifies the estimated payments and benefits that would have been provided to each of our named executive officers (other than Ms. Hartje) under the arrangements described above, assuming the applicable triggering event occurred on December 31, 2025, the last business day of our fiscal year, and, where applicable, a closing price of our common stock of $63.48 on that date. The amounts shown are estimates; actual amounts would depend on the circumstances at the time of any actual event.

  43. Potential Payments Upon Termination or Change in Control

    | Name / Benefit | Termination by Company Without Cause or by Executive with Notice ($) | Death or Disability ($) | Termination in Connection with or within 3 Years Following a Change in Control ($) | Termination for Cause ($) | | Charles Youakim: | | | | | | Pay in lieu of 12 months’ notice | 551,565 | — | 551,565 | — | | Accelerated vesting of stock options/RSUs(1) | — | — | 8,375,389 | — | | Total | 551,565 | — | 8,926,954 | — | | Paul Paradis: | | | | | | Pay in lieu of 12 months’ notice | 372,963 | — | 372,963 | — | | Accelerated vesting of RSUs(2) | — | — | 6,139,024 | — | | Total | 372,963 | — | 6,511,987 | — | | Amin Sabzivand: | | | | | | Pay in lieu of 6 months’ notice | 187,785 | — | 187,785 | — | | Accelerated vesting of RSUs(3) | — | — | 8,592,653 | — | | Total | 187,785 | — | 8,780,438 | — |

  44. Potential Payments Upon Termination or Change in Control

    (1)Represents the intrinsic value of 40,512 unvested stock options with an exercise price of $11.38, based on a closing price of $63.48. In addition, includes 98,688 unvested restricted stock units multiplied by $63.48. (2)Represents 96,708 unvested restricted stock units multiplied by $63.48. (3)Represents 135,360 unvested restricted stock units multiplied by $63.48.

  45. Pay Versus Performance

    Pay Versus Performance The following table sets forth information regarding the compensation of our named executive officers ("NEOs"), together with the financial performance of the Company over such years, as calculated in accordance with Item 402(v) of Regulation S-K. The amounts shown as "compensation actually paid" do not reflect the actual value of cash compensation and equity awards received by our NEOs, but rather, is a calculation prescribed by SEC rules that includes, among other things, the year-over-year changes in the "fair value" of unvested equity-based awards. The resulting values may differ significantly from the values reported in our Summary Compensation Table.

  46. Pay Versus Performance

    | | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (in thousands) | Adjusted Pre-Bonus Net Income (in thousands)(6) | | 2025 | $1,100,403 | $5,504,512 | $721,753 | $1,940,248 | $3,565 | $181 | $133,130 | $126,503 | | 2024 | 2,224,113 | 11,513,249 | 2,159,975 | 8,011,836 | 2,394 | 180 | 78,522 | 56,012 | | 2023 | 1,943,439 | 2,058,886 | 1,117,556 | 1,163,004 | 192 | 134 | 7,098 | 7,986 |

  47. Pay Versus Performance

    (1)For all years presented, our principal executive officer ("PEO") was Charles Youakim. Our non-PEO NEOs were, for 2025 and 2024, Karen Hartje, Paul Paradis, and Amin Sabzivand, and for 2023, Karen Hartje and Paul Paradis. (2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for our non-PEO NEOs. (3)Compensation actually paid represents the Summary Compensation Table total compensation adjusted as required by Item 402(v)(2)(iii) of Regulation S-K. A reconciliation of the adjustments for our PEO and our non-PEO NEOs is set forth following the footnotes to this table. (4)Pursuant to Item 201(e) of Regulation S-K, the comparison assumes $100 was invested on December 30, 2022, and that dividends were reinvested during the measurement period. Our common stock was listed on the Nasdaq Capital Market in August 2023; before that date it traded on the Australian Securities Exchange ("ASX") in the form of CHESS Depositary Interests ("CDIs"), each representing one share of common stock. The starting value is based on the ASX closing price of our CDIs on December 30, 2022, converted to U.S. dollars at the Reserve Bank of Australia exchange rate on that date and adjusted for our 1-for-38 reverse stock split (May 2023) and 6-for-1 stock split (March 2025). Year-end values thereafter are based on Nasdaq closing prices. We have not paid dividends during the measurement period. Historical stock price performance is not necessarily indicative of future stock price performance. (5)Peer group total shareholder return reflects the cumulative total return of the KBW Nasdaq Financial Technology Index (total return version, ticker KFTXT), a published industry index, assuming an initial investment of $100 in the index at the close of trading on December 30, 2022, and that dividends were reinvested during the measurement period. Peer group total shareholder return is calculated over the same measurement periods as our total shareholder return. We selected this index because it is an independently maintained index of U.S.-listed financial technology companies, which we believe provides a meaningful comparison for our business. (6)Adjusted Pre-Bonus Net Income is a non-GAAP financial measure, computed as GAAP pre-tax income plus PSIP bonus expense accrued for the year, tax-effected at an assumed rate of 25%. For 2025, GAAP pre-tax income of $162.9 million plus PSIP expense of $5.8 million, less assumed taxes of $42.2 million, equaled Adjusted Pre-Bonus Net Income of $126.5 million. Because the measure applies an assumed tax rate, it may be lower than GAAP net income.

  48. Reconciliation of Compensation Actually Paid Adjustments

    Reconciliation of Compensation Actually Paid Adjustments

  49. Reconciliation of Compensation Actually Paid Adjustments

    | | 2025 | | 2024 | | 2023 | | | | PEO | Average Non-PEO NEOs(8) | PEO | Average Non-PEO NEOs(8) | PEO | Average Non-PEO NEOs(8) | | Summary Compensation Table ("SCT") Total(1) | $1,100,403 | $721,753 | $2,224,113 | $2,159,975 | $1,943,439 | $1,117,556 | | Minus: Stock award values reported in SCT(2) | — | (154,640) | (463,920) | (1,489,289) | (1,168,691) | (648,576) | | Minus: Option award values reported in SCT(2) | — | — | (682,642) | — | — | — | | Plus: Year-end fair value of outstanding and unvested equity awards granted in fiscal year(3) | — | 253,920 | 2,616,901 | 3,836,997 | 1,080,009 | 540,004 | | Plus/(Minus): Change in fair value of outstanding and unvested equity awards granted in prior fiscal years(4) | 2,869,729 | 1,528,864 | 6,965,694 | 3,084,989 | — | — | | Plus: Vesting date fair value of equity awards granted and vested during the fiscal year(5) | — | — | — | — | 198,562 | 148,454 | | Plus/(Minus): Change in fair value from end of prior year to vesting date of equity awards granted in prior years that vested during the fiscal year(6) | 1,534,380 | 684,321 | 853,103 | 419,164 | 5,567 | 5,566 | | Minus: Fair value at the end of prior years of equity awards granted in prior years that were forfeited during the fiscal year(7) | — | (1,093,970) | — | — | — | — | | Compensation Actually Paid | $5,504,512 | $1,940,248 | $11,513,249 | $8,011,836 | $2,058,886 | $1,163,004 |

  50. Reconciliation of Compensation Actually Paid Adjustments

    (1)With respect to the PEO, amounts shown represent Total Compensation reported in the Summary Compensation Table. With respect to the non-PEO NEOs, amounts shown represent averages. (2)Represents the grant date fair value of the equity awards granted during the applicable year, computed in accordance with the methodology used for financial reporting purposes. (3)Represents the fair value as of the applicable year-end on outstanding and unvested equity awards granted during such year, computed in accordance with the methodology used for financial reporting purposes. (4)Represents the change in fair value during the applicable year of each equity award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the applicable fiscal year, computed in accordance with the methodology used for financial reporting purposes, and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the applicable fiscal year. (5)Represents the fair value at vesting of equity awards that were granted and vested during the applicable fiscal year, computed in accordance with the methodology used for financial reporting purposes. (6)Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each equity award that was granted in a prior fiscal year and that vested during the applicable fiscal year, computed in accordance with the methodology used for financial reporting purposes. (7)Represents the fair value as of the last day of the prior fiscal year of the equity awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the applicable fiscal year, computed in accordance with the methodology used for financial reporting purposes. (8)See footnote 1 in the pay versus performance table above for the NEOs included in the average.

  51. Tabular List of Performance Measures

    | Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid | | Adjusted Pre-Bonus Net Income | | Stock Price |