[8-K] Katapult Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Katapult Holdings, Inc. (KPLT) entered into a Fifth Limited Waiver of its loan agreement. The waiver, signed on October 27, 2025, responds to the company’s failure to maintain Minimum Trailing Three-Month Originations as of August 31 and September 30, 2025, and temporarily waives the resulting default until October 29, 2025.

Despite the waiver, the default is deemed continuing for conversion purposes. Class B Lenders may convert up to 100% of the outstanding term loan into Katapult common stock at the agreement’s Conversion Rate, calculated using the 20-day VWAP ending on the conversion date, in certain cases subject to a discount. As referenced, the 20-day VWAP through October 24, 2025 was approximately $13.04. The agreement parties include Midtown Madison Management LLC as agent and lender.

Positive

• None.

Negative

• Existing default deemed continuing for conversion rights, allowing lenders to convert up to 100% of the term loan into common stock based on 20-day VWAP (with discount in certain cases).

Insights

Credit & Capital Structure Analyst

Default waived briefly; conversion right stays live and dilutive.

Katapult obtained a limited waiver through October 29, 2025 after missing its Minimum Trailing Three-Month Originations covenant for August 31 and September 30, 2025. Crucially, the default is deemed continuing for Conversion Rights, permitting Class B Lenders to convert up to 100% of the term loan into equity.

The conversion price references the 20-day VWAP on the conversion date, with a specified discount in certain cases. The excerpt cites a 20-day VWAP of $13.04 through October 24, 2025. This construct can introduce equity issuance risk if lenders elect to convert, affecting existing holders’ ownership.

Key dependencies include lender decisions and the company’s ability to address covenant performance. Midtown Madison Management LLC acts as agent; other terms follow the Amended and Restated Loan and Security Agreement.

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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): October 27, 2025

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 October 27, 2025, Katapult Holdings, Inc. (the “Company”) entered into the Limited Waiver (the “Fifth 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”) and that certain Limited Waiver dated October 20, 2025 (the “Fourth 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 Originations as of the last business day of (x) the calendar month ended August 31, 2025 and (y) the calendar month ended September 30, 2025 as required by the Loan Agreement. The Fifth Limited Waiver, among other things, temporarily waives the Existing Default (as defined in the Fifth Limited Waiver) until October 29, 2025. Notwithstanding the waiver of the Existing Default pursuant to the Fifth Limited Waiver, the Existing Default is deemed to have occurred and be continuing for purposes of the Conversion Rights (as defined in the Loan Agreement) and therefore the Class B Lenders (as defined in the Loan Agreement) and their assignees shall be entitled, at any time on or after the date hereof, to convert up to one hundred percent (100%) of the amount outstanding under the Term Loan (as defined in the Loan Agreement) into shares of common stock, par value $0.0001 per share of the Company (“Common Stock”), at the Conversion Rate (as defined in the Loan Agreement). The number of shares of Common Stock issuable upon exercise of the Conversion Rights is calculated on the basis of the average of the daily volume weighted average prices of the Common Stock for the twenty (20) consecutive trading days (the “20-day VWAP”) ending on the date of conversion, subject, in certain cases, to a specified discount. As of the date hereof, the 20-day VWAP through the last completed trading day of October 24, 2025 is approximately $13.04.

This description of the Fifth 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 Fifth 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 October 27, 2025, 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:	October 27, 2025		/s/ Orlando Zayas
			Name:	Orlando Zayas
			Title:	Chief Executive Officer

FAQ

What did Katapult (KPLT) announce in this 8-K?

Katapult entered into a Fifth Limited Waiver of its loan agreement on October 27, 2025, temporarily waiving a default tied to origination covenants.

What covenant did KPLT fail to meet?

The company failed to maintain Minimum Trailing Three-Month Originations as of August 31, 2025 and September 30, 2025.

How long does the waiver last?

The waiver temporarily extends until October 29, 2025.

Do conversion rights remain active despite the waiver?

Yes. The default is deemed continuing for Conversion Rights, allowing Class B Lenders to convert up to 100% of the term loan into common stock.

How is the conversion price determined for KPLT shares?

It uses the 20-day VWAP ending on the conversion date, with a specified discount in certain cases.

What reference VWAP was disclosed?

The 20-day VWAP through October 24, 2025 was approximately $13.04.

Who are the key parties to the agreement?

Katapult SPV-1 LLC, Katapult Group, Inc., Katapult Holdings, Inc., and Midtown Madison Management LLC as agent, along with the lenders party thereto.