Katapult gets waiver after loan covenant default

Katapult Holdings, Inc. disclosed that it failed to maintain the required Minimum Trailing Three-Month Net Originations as of the last business day of the month ended December 31, 2025 under its Amended and Restated Loan and Security Agreement.

Accepted by SEC EDGAR 01/15/2026 - 05:13 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Katapult Holdings, Inc. disclosed that it failed to maintain the required Minimum Trailing Three-Month Net Originations as of the last business day of the month ended December 31, 2025 under its Amended and Restated Loan and Security Agreement.

On January 15, 2026, the company and its affiliates entered into a Seventh Limited Waiver with Midtown Madison Management LLC and the other lenders. This agreement, among other things, permanently waives the related “Existing Default” defined in the waiver, preventing that covenant breach from triggering lender remedies under the loan agreement.

Positive

• Permanent waiver of existing default: The Seventh Limited Waiver permanently waives the defined “Existing Default,” removing immediate lender remedies related to the December 2025 covenant breach.

Negative

• Covenant breach on loan agreement: Katapult failed to maintain the required Minimum Trailing Three-Month Net Originations as of the last business day of the month ended December 31, 2025, triggering a default under its loan agreement.
• Multiple prior waivers and amendments: The Seventh Limited Waiver follows several earlier limited waivers and amendments in 2025, suggesting recurring covenant pressure under the credit facility.

Insights

Credit and capital structure analyst

Covenant default was triggered but has been permanently waived.

Katapult Holdings, Inc. reports a breach of the Minimum Trailing Three-Month Net Originations covenant as of the end of December 2025 under its Amended and Restated Loan and Security Agreement. Such a default can give lenders significant rights, including potential acceleration of obligations, even though specific remedies are not detailed here.

To address this, the company and its lending group executed a Seventh Limited Waiver on January 15, 2026. The waiver permanently waives the “Existing Default,” which reduces immediate pressure from lenders and keeps the current credit facility in place on the amended terms referenced in prior waivers and amendments.

From a risk perspective, the need for multiple waivers, including those dated between September and December 2025 and this latest one, signals ongoing covenant pressure tied to originations performance. While the waiver resolves this specific default, overall credit quality will continue to depend on the company’s ability to meet loan covenants going forward.

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, Inc. disclose in this 8-K filing?

Katapult Holdings, Inc. disclosed that it entered into a Seventh Limited Waiver to its Amended and Restated Loan and Security Agreement after failing to meet a Minimum Trailing Three-Month Net Originations covenant as of the end of December 2025.

Why did Katapult Holdings, Inc. need the Seventh Limited Waiver?

The waiver was executed because the company and its affiliates did not maintain the required Minimum Trailing Three-Month Net Originations as of the last business day of the calendar month ended December 31, 2025, which constituted a default under the loan agreement.

What does the Seventh Limited Waiver do for KPLT?

The Seventh Limited Waiver, among other things, permanently waives the Existing Default (as defined in the waiver), preventing that specific covenant breach from triggering lender remedies under the loan agreement.

Who are the parties to Katapult’s loan agreement and waiver?

Parties include Katapult SPV-1 LLC, Katapult Group, Inc., Katapult Holdings, Inc. as the credit parties, and Midtown Madison Management LLC as administrative, payment and collateral agent and lender, together with the other lenders.

How many waivers and amendments has Katapult entered into for this loan?

The disclosure references a series of prior waivers and amendments in 2025, including the First through Sixth Limited Waivers, a First Amendment, a Second Amendment, and now this Seventh Limited Waiver.

Does the filing describe any changes to Katapult’s business operations?

The content focuses on the loan covenant default and its waiver and does not describe specific changes to operating activities beyond the reference to Minimum Trailing Three-Month Net Originations.

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): January 15, 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 January 15, 2026, Katapult Holdings, Inc. (the “Company”) entered into the Limited Waiver (the “Seventh 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”) and that certain Limited Waiver and Second Amendment to Amended and Restated Loan and Security Agreement dated December 11, 2025 (the “Second Amendment”), 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 December 31, 2025 as required by the Loan Agreement. The Seventh Limited Waiver, among other things, permanently waives the Existing Default (as defined in the Seventh Limited Waiver).

This description of the Seventh 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 Seventh 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 January 15, 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:	January 15, 2026		/s/ Orlando Zayas
			Name: Orlando Zayas
			Title: Chief Executive Officer