Katapult gets waiver after loan covenant default

Katapult Holdings, Inc. entered into an Eighth Limited Waiver to its Amended and Restated Loan and Security Agreement on February 13, 2026.

Accepted by SEC EDGAR 02/20/2026 - 05:12 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

Katapult Holdings, Inc. entered into an Eighth Limited Waiver to its Amended and Restated Loan and Security Agreement on February 13, 2026. The waiver was negotiated after the company and its related credit parties failed to maintain the required Minimum Trailing Three-Month Net Originations as of January 31, 2026.

The Eighth Limited Waiver permanently waives this existing default under the loan agreement, which is led by Midtown Madison Management LLC and other lenders. The waiver helps keep the credit facility in place despite the covenant breach, but also highlights pressure on Katapult’s recent origination volumes.

Positive

None.

Negative

Loan covenant breach highlights operating pressure: Katapult’s credit parties failed to maintain the required Minimum Trailing Three-Month Net Originations as of January 31, 2026, triggering a default that required an Eighth Limited Waiver under the loan agreement.

Insights

Katapult received a permanent waiver after breaching a key loan covenant.

Katapult and its affiliated credit parties failed to meet the Minimum Trailing Three-Month Net Originations covenant as of January 31, 2026. This triggered a default under their Amended and Restated Loan and Security Agreement with Midtown Madison Management LLC and other lenders.

The Eighth Limited Waiver permanently waives this existing default, allowing the credit facility to remain in place instead of accelerating obligations or imposing immediate penalties. However, the need for an eighth waiver in a relatively short period underscores ongoing stress around origination performance and covenant compliance.

Future disclosures about origination trends and any further amendments or waivers to the loan agreement will be important to understand how sustainable Katapult’s financing arrangements are under its current operating conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Katapult Holdings (KPLT) announce about its loan agreement?

Katapult Holdings disclosed an Eighth Limited Waiver to its Amended and Restated Loan and Security Agreement. The waiver addresses a covenant breach and keeps the existing credit facility in place with Midtown Madison Management LLC and the other lenders.

Why did Katapult Holdings (KPLT) need an Eighth Limited Waiver?

Katapult and its related credit parties failed to maintain the required Minimum Trailing Three-Month Net Originations as of January 31, 2026. This failure created a default under the loan agreement, prompting negotiation of the Eighth Limited Waiver with the lenders.

What does the Eighth Limited Waiver do for Katapult Holdings (KPLT)?

The Eighth Limited Waiver permanently waives the existing default defined in the waiver. By doing so, it prevents immediate adverse lender actions and allows Katapult’s loan and security agreement to continue under modified terms agreed with the lender group.

Who are the main parties to Katapult Holdings’ Eighth Limited Waiver?

The waiver involves Katapult SPV-1 LLC, Katapult Group, Inc., Katapult Holdings, Inc., Midtown Madison Management LLC as administrative, payment and collateral agent and lender, and the other lenders that are party to the Amended and Restated Loan and Security Agreement.

What risk does the covenant breach signal for Katapult Holdings (KPLT)?

The covenant breach related to Minimum Trailing Three-Month Net Originations suggests pressure on Katapult’s origination volumes. While the Eighth Limited Waiver cures the immediate default, repeated waivers can indicate ongoing strain in meeting loan agreement performance requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

KATAPULT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39116

84-2704291

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5360 Legacy Drive, Building 2

Plano, TX

75024

(Address of principal executive offices)

(Zip Code)

(833) 528-2785

(Registrant’s telephone number, including area code:)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on

Which Registered

Common Stock, par value $0.0001 per share

KPLT

The Nasdaq Stock Market LLC

Redeemable Warrants

KPLTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On February 13, 2026, Katapult Holdings, Inc. (the “Company”) entered into the Limited Waiver (the “Eighth Limited Waiver”) to our Amended and Restated Loan and Security Agreement, dated as of June 12, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, including pursuant to that certain Limited Waiver dated September 15, 2025 (the “First Limited Waiver”), that certain Limited Waiver dated September 29, 2025 (the “Second Limited Waiver”), that certain Limited Waiver dated October 13, 2025 (the “Third Limited Waiver”), that certain Limited Waiver dated October 20, 2025 (the “Fourth Limited Waiver”), that certain Limited Waiver dated October 27, 2025 (the “Fifth Limited Waiver”), that certain Limited Waiver dated October 29, 2025 (the “Sixth Limited Waiver”), that certain Limited Waiver and First Amendment to Amended and Restated Loan and Security Agreement dated November 2, 2025 (the “First Amendment”), that certain Limited Waiver and Second Amendment to Amended and Restated Loan and Security Agreement dated December 11, 2025 (the “Second Amendment”), that certain Limited Waiver dated January 15, 2026 (the “Seventh Limited Waiver”), and the Eighth Limited Waiver, the “Loan Agreement”), by and among Katapult SPV-1 LLC, Katapult Group, Inc., the Company (each a “Credit Party” and, together, the “Credit Parties”), Midtown Madison Management LLC, as administrative, payment and collateral agent and lender, and the lenders party thereto (the “Lenders”) in response to the Credit Parties’ failure to maintain Minimum Trailing Three-Month Net Originations as of the last business day of the calendar month ended January 31, 2026 as required by the Loan Agreement. The Eighth Limited Waiver, among other things, permanently waives the Existing Default (as defined in the Eighth Limited Waiver).

This description of the Eighth Limited Waiver does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Eighth Limited Waiver, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit

10.1		Limited Waiver, dated as of February 13, 2026, by and among Katapult SPV-1 LLC, Katapult Group, Inc, Katapult Holdings, Inc., Midtown Madison Management LLC and the lenders party thereto.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	February 20, 2026	/s/ Orlando Zayas
		Name: Orlando Zayas
		Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 51.0 KB

Katapult gets waiver after loan covenant default