UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM 20-F ______________________________________ (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended to December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the trans ...

Core Insights - The article provides an overview of Sezzle (SEZL) within the Buy Now Pay Later (BNPL) sector, highlighting its position among "Prime" players like Affirm (AFRM) and Klarna (KLAR) as well as "Subprime" players [1] Group 1 - Sezzle is categorized in the BNPL sector, which includes both "Prime" and "Subprime" players [1] - The author has a beneficial long position in Sezzle shares, indicating a positive outlook on the company's future performance [2] - The article is part of a deep research effort into Sezzle before making investment decisions [1]

Core Insights - Klarna Group plc (KLAR) has experienced significant growth in app usage, reaching over 55 million active users monthly, with daily usage increasing by 53% year-over-year to 9 million users [1][9] - The fourth quarter of 2025 marked Klarna's first billion-dollar revenue quarter, achieving $1.08 billion, a 38% increase from the previous year, with total gross merchandise volume (GMV) rising 32% to $38.7 billion [3][9] - Fair Financing, a segment involving longer-tenor credit products, saw GMV grow by 165% year-over-year to $4.5 billion, indicating a shift towards higher revenue per transaction [4] User and Transaction Growth - Klarna's global payments network connected 118 million consumers in Q4 2025, a 28% increase year-over-year, with 29 million consumers in the U.S. alone [2] - Merchant additions surged to 966 thousand in the quarter, up 42% year-over-year, enhancing transaction volume and cross-sell opportunities [2] Competitive Landscape - Klarna faces increasing competition from companies like Affirm Holdings, which reported a 36% year-over-year GMV increase to $13.8 billion, and PayPal, which has a strong presence in 200 markets and reported over $40 billion in BNPL total payment volume, up more than 20% year-over-year [5][6][7] Stock Performance and Valuation - Klarna's shares have declined by 42.2% over the past month, underperforming the broader industry, which fell by 6.3% [8][9] - The company trades at a forward price-to-earnings ratio of 24.21X, higher than the industry average of 17.82X, with a Zacks Consensus Estimate indicating a loss of 1 cent for 2026 and a profit of 91 cents for 2027 [11]

Core Insights - Klarna Group (KLAR) has significant growth prospects but faces uncertainty regarding its business sustainability in the medium to long term, categorizing it as a high-risk investment in the fintech sector [1] Group 1: Growth Prospects - Klarna Group is positioned for substantial growth in the fintech industry, indicating potential opportunities for investors [1] Group 2: Business Sustainability - The sustainability of Klarna's business model is uncertain over the medium to long term, which raises concerns about its viability [1]

Financial Data and Key Metrics Changes - Total processing volume (TPV) reached $109 billion in Q4 2025, a year-over-year increase of 36%, marking the first time TPV exceeded $100 billion in a quarter [5][21] - Q4 net revenue was $172 million, growing 27% year-over-year, driven by strong TPV growth [5][22] - Gross profit for Q4 was $120 million, a 22% year-over-year increase, exceeding expectations [6][22] - Adjusted EBITDA was $31 million in Q4, translating to an 18% margin, more than doubling year-over-year [6][24] Business Line Data and Key Metrics Changes - Non-Block TPV continues to grow over two times faster than Block TPV, with lending, including buy now, pay later (BNPL), growing just shy of 60% year-over-year [21][11] - Expense management growth exceeded 40%, driven by customer acquisition and platform share [22] - On-demand delivery growth remained in double digits but below the overall company growth rate [22] Market Data and Key Metrics Changes - TPV in Europe grew more than twice as fast as the overall company in Q4 2025, with Q4 TPV nearly 40% higher than annual TPV in 2023 [7][8] - The acquisition of TransactPay allows for a complete offering in the U.K. and E.U., enhancing the company's competitive position [8][16] Company Strategy and Development Direction - The company is focusing on targeting enterprise customers with embedded finance use cases, signing three Fortune 500 customers in 2025 [15] - The strategy includes expanding into new use cases and enhancing value-added services, which contributed over 7% of gross profit in Q4 2025 [12][17] - The company aims to achieve GAAP profitability in 2026, with expectations for continued growth in TPV and gross profit [17][32] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business momentum and the ability to onboard new customers while deepening existing relationships [7][14] - The company anticipates gross profit growth to moderate in 2026 due to specific factors impacting pricing and renewals [29][30] - Management highlighted the strong performance in BNPL and the potential for continued growth in Europe and value-added services [11][16] Other Important Information - The company repurchased 20.2 million shares at an average price of $4.76 in Q4, with a total of 84.8 million shares repurchased in 2025 [24][25] - The company ended Q4 with approximately $770 million in cash and short-term investments [24] Q&A Session Summary Question: Update on Cash App's new issuance and diversification - Management noted minimal impact from Cash App's diversification on new issuance, expecting a gradual decrease in the first half of 2026 and no new issuance in the second half [39][40] Question: Competition and market dynamics - Management indicated no significant change in the competitive environment, with a stable landscape but a shift towards larger, more established customers [53][56] Question: Drivers of business growth - Management highlighted strong momentum in TPV growth, particularly in BNPL, Europe, and value-added services as key drivers of business performance [63][65] Question: Risks associated with renewals - Management stated that while renewals are a normal part of business, the two highlighted renewals are the last significant ones from the fintech boom, with good visibility on future renewals [68][71]

Financial Data and Key Metrics Changes - Total processing volume (TPV) reached $109 billion in Q4 2025, a year-over-year increase of 36%, marking the first time TPV exceeded $100 billion in a quarter [5][20] - Q4 net revenue was $172 million, growing 27% year-over-year, driven by strong TPV growth [5][20] - Gross profit for Q4 was $120 million, a 22% year-over-year increase, exceeding expectations [5][20] - Adjusted EBITDA was $31 million in Q4, translating into an 18% margin, more than doubling year-over-year [5][20] Business Line Data and Key Metrics Changes - Non-Block TPV continues to grow over two times faster than Block TPV [21] - Lending, including Buy Now, Pay Later (BNPL), grew just shy of 60% year-over-year, despite a slowdown due to the Klarna migration in Europe [21] - Expense management growth exceeded 40%, driven by customer acquisition [21] - On-demand delivery growth remained in double digits but below the overall company growth rate [21] Market Data and Key Metrics Changes - TPV in Europe grew more than twice as fast as the overall company in Q4 2025, with Q4 TPV nearly 40% higher than annual TPV in 2023 [6][7] - The acquisition of TransactPay allows for a complete offering in the U.K. and E.U., comparable to offerings in the U.S., Canada, and Australia [7][8] Company Strategy and Development Direction - The company is shifting to target enterprise customers with embedded finance use cases, signing three Fortune 500 customers in 2025 [16] - The focus on lending and BNPL continues to be a source of strength as commerce shifts toward these payment methods [16] - The company aims to enhance its solutions within program management and value-added services, which are expected to be growth factors going forward [18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in business momentum as they look forward to 2026, despite expecting gross profit growth to be impacted by specific factors [19][20] - The company anticipates TPV growth to moderate into the high 20s in 2026, with gross profit growth expected between 10%-12% [28][29] - Management highlighted the structural components of the business as strong, with expectations for GAAP net income in 2026 [38] Other Important Information - The company repurchased 20.2 million shares in Q4 at an average price of $4.76, with a total of 84.8 million shares repurchased in 2025 [25][26] - Value-added services contributed over 7% of gross profit in Q4, with 18 of the top 20 customers utilizing at least one service [12] Q&A Session Summary Question: Update on Cash App's new issuance and diversification - Management noted a gradual decrease in new issuance in the first half of 2026, with no new issuance expected in the second half [41][42] - They believe their relationship with Cash App remains strong, with a high likelihood of continuing as the primary partner [43][44] Question: Insights on competition and market changes - Management indicated no significant changes in the competitive environment, with a stable landscape but a shift towards larger, more established customers [53][56] Question: Expectations for gross profit and renewals - Management confirmed that the impacts on gross profit growth are timing-specific, with expectations for continued strong performance in TPV growth and BNPL [62][63]

Core Viewpoint - Klarna Group plc's subsidiary PriceRunner International AB is pursuing antitrust damages against Google, with a verdict expected on April 15, 2026, regarding a claim for approximately $8.3 billion in damages, marking the largest civil damages case in this context [1]. Group 1 - The Patent and Market Court of Sweden is handling the antitrust damages proceedings initiated by PriceRunner International AB against Google LLC and Google Ireland Limited [1]. - The trial took place from October 20 to December 19, 2025, focusing on the substantial claim for damages [1].

Core Viewpoint - Faruqi & Faruqi, LLP is reminding investors of Navan, Inc. (NASDAQ: NAVN) about the deadline of April 24, 2026, to seek the role of lead plaintiff in a federal securities class action due to alleged violations of federal securities laws by the company and its executives [1]. Group 1: Legal Action Details - The class action alleges that Navan made false and misleading statements and failed to disclose increased "sales and marketing" expenses in the Offering Documents used for its IPO on October 31, 2025 [1]. - As a result of these alleged misrepresentations, Navan's share price declined over 60%, trading as low as $9.01 per share by the time the action commenced [1]. Group 2: Investor Communication - Investors who suffered losses exceeding the threshold are encouraged to contact Faruqi & Faruqi to discuss their legal options [1]. - The firm has a history of recovering hundreds of millions of dollars for investors since its founding in 1995 [1].

Summary of Key Points from the Conference Call Industry Overview - The macroeconomic environment is characterized by complexity and volatility, with weak consumer spending and heightened geopolitical tensions in Tehran impacting market dynamics [1][4][30]. - Demand for bonds and oil markets remains strong amidst these challenges [1][4]. Core Insights and Arguments - The U.S. macroeconomic performance has been mixed, with some indicators exceeding expectations while others reflect ongoing challenges such as a "hiring recession" and increased student delinquencies [3][16]. - Walmart's outlook indicates a "recruitment recession" and shopping pressures, leading to lower-than-expected profit growth for the year [14][16]. - The performance of mega-cap tech stocks has been declining, attributed to a shift in investment focus towards sectors benefiting from macroeconomic conditions, such as energy and cyclicals [12][20]. - The consumer sector is showing overall weakness, with significant declines in travel, commodities, and technology sectors [15][20]. Additional Important Content - The ongoing geopolitical tensions, particularly regarding Iran, are contributing to rising oil prices, with analysts suggesting a potential for military confrontation [28][31]. - The dollar has been gaining strength, yet gold prices have managed to test above $5000, indicating a complex interplay in the commodities market [22][25]. - Bitcoin has shown resilience, recovering to above $67,000, reflecting investor sentiment amidst market fluctuations [27]. - Upcoming macroeconomic data releases, including Q4 GDP, income and spending, and new home sales, are anticipated to provide further insights into the economic landscape [34].

Core Viewpoint - Klarna Group plc (KLAR) experienced a significant decline in share price, dropping 70% since its public offering in September of the previous year, raising concerns about the business's prospects [1]. Group 1: Company Performance - The share price of Klarna Group plc fell by 70% since its IPO, indicating severe market skepticism regarding its business model and future growth potential [1]. Group 2: Investment Insights - The investment group "Value In Corporate Events" focuses on identifying actionable investment opportunities through major corporate events such as IPOs, mergers, and earnings reports, covering approximately 10 significant events monthly [1].