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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 6, 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Award
As previously announced, Katapult Holdings, Inc. (the “Company”)
entered into an Agreement and Plan of Merger with Katapult Merger Sub 1, Inc., Katapult Merger Sub 2, LLC, CCF Holdings LLC and Aaron’s
Intermediate Holdco, Inc. on December 11, 2025. In conjunction with the pending mergers, on January 7, 2026, the Company’s Board
of Directors approved a retention award to our named executive officer Derek Medlin, President and Chief Growth Officer, in the amount
of $400,000. The retention award is payable in three installments: a first installment of $80,000 payable on January 9, 2026, a second
installment of $160,000 payable at the closing of the mergers, and a third installment of $160,000 payable on the 6-month anniversary
of the closing of the mergers; provided in each case that Mr. Medlin has not been terminated by the Company for Cause (as defined in Mr.
Medlin’s Amended and Restated Employment Agreement, dated as of May 4, 2021) and has not voluntarily resigned his employment prior
to the date the applicable payment is made. If Mr. Medlin ceases to be an active employee prior to the date that such payment is made
for either of the foregoing two reasons, he will not be entitled to payment.
Resignation of Chief Accounting Officer
On January 9, 2026, Kaitlin Folan notified the Company that she was
resigning as Chief Accounting Officer, effective January 19, 2026. The decision of Ms. Folan to resign as Chief Accounting Officer was
not the result of any disagreement between Ms. Folan and the Company, its management, the board of directors of the Company or any committee
thereof, or with respect to any matter relating to the Company’s operations, policies or practices.
Appointment of Interim Chief Accounting Officer
The Company has appointed Art Goss to serve as the Company’s
interim Chief Accounting Officer, effective January 19, 2026, until a new Chief Accounting Officer is appointed. Mr. Goss, age 63, has
served as the Company’s Vice President, Internal Audit since March 2024. In addition, during the period April 2024 to July 2024
he also served as the Company’s interim Chief Accounting Officer. Prior to joining the Company, he most recently served as the Vice
President, Internal Audit for LL Flooring Holdings, Inc. from July 2016 until March 2024 and previously served as the Chief Accounting
Officer for Delhaize Group SA from 2006 until 2013 among various other accounting and audit roles over the course of his career. Mr. Goss
holds a BSBA in Accounting from The Ohio State University. He is a Certified Public Accountant (North Carolina State Board of Certified
Public Accountant Examiners) and a Certified Fraud Examiner (Association of Certified Fraud Examiners).
There are no family relationships between Mr. Goss and any director
or executive officer of the Company, and there are no related party transactions between Mr. Goss and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
In connection with his commencement of his role as interim Chief Accounting
Officer, Mr. Goss will receive a monthly stipend of $5,000 for a period of six months.
Forward-Looking Statements
Certain statements included in this Current Report
on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements may be identified by words such as “anticipate,”
“assume,” “believe,” “continue,” “could,” “design,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,”
“will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements
include, but are not limited to: in this Current Report on Form 8-K, statements regarding the all-stock merger transaction of Katapult,
Aaron’s and CCFI (the “Transaction”) and the expected timing thereof, future opportunities for the combined company
and the future operations of the combined company. These statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K, and on the current expectations of Katapult’s management and are not predictions of actual performance.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, a guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond Katapult’s control. These forward-looking statements are subject to a number of risks and uncertainties,
including, among others, (i) the ability to obtain regulatory approval and meet other closing conditions to the proposed Transaction,
including shareholder approval; (ii) potential adverse reactions or changes to business relationships resulting from the announcement,
pendency or inability to complete the proposed Transaction on the expected timeframe or at all; (iii) litigation relating to the proposed
Transaction; (iv) the inability to retain key personnel, or potential diminished productivity due to the impact of the proposed Transaction
on Katapult’s current and prospective employees, key management, customers, distributors, merchants and other business partners;
(v) the ability to maintain adequate financing, meet liquidity requirements and comply with restrictive covenants related to indebtedness;
(vi) anticipated tax treatment, (vii) unexpected costs, charges or expenses resulting from the Transaction; (viii) the combined company’s
ability to successfully integrate and grow its business; (ix) the ability to comply with laws and regulations applicable to Katapult’s
business and the business of the combined company, including laws and regulations related to rental purchase transactions; and (x) other
events or factors, including those resulting from civil unrest, war, foreign invasions, terrorism, geopolitical uncertainty, public health
crises and pandemics, trade wars, or responses to such events; and (xi) those factors discussed in greater detail in the section entitled
“Risk Factors” in Katapult’s periodic reports filed with the SEC, including the Quarterly Report on Form 10-Q for the
quarter ended September 30, 2025 that Katapult filed with the SEC on November 12, 2025.
If any of these risks materialize or Katapult’s
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There
may be additional risks that Katapult does not presently know or that Katapult currently believes are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. There can be no assurance that the transaction will be
implemented or that plans of the respective directors and management of Katapult, Aaron’s and CCFI will proceed as expected or will
ultimately be successful. Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K. All
forward-looking statements contained herein are based on information available to us as of the date hereof, and Katapult does not assume
any obligation to update these statements as a result of new information or future events, except as required by law. If Katapult does
update one or more forward-looking statements, no inference should be made that Katapult will make additional updates with respect to
those or other forward-looking statements.
Additional Information and Where To Find It
This communication may be deemed to be solicitation
material in respect of the transaction among Katapult, Aaron’s, and CCFI. Katapult expects to announce a special meeting of its
stockholders as soon as practicable to obtain stockholder approval of the transaction. In connection with the Transaction, Katapult intends
to file the Registration Statement / Proxy Statement, that will include a proxy statement in preliminary and definitive form of Katapult
and Katapult may file with the SEC other relevant documents concerning the transaction. INVESTORS OF KATAPULT ARE URGED TO READ THE REGISTRATION
STATEMENT / PROXY STATEMENT, DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT KATAPULT, AARON’S, CCFI AND THE TRANSACTION AND RELATED MATTERS. Investors may obtain a free copy of these materials (when
they are available) and other documents filed by Katapult with the SEC at the SEC’s website at www.sec.gov, at Katapult’s
website at www.katapult.com or by sending a written request to Katapult in care of the Corporate Secretary, at Katapult Holdings,
Inc., 5360 Legacy Drive, Building 2, Plano, TX 75024.
Participants in the Solicitation
Katapult and certain of its directors and executive
officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the special meeting of stockholders
in connection with the transaction. Information regarding Katapult’s directors and executive officers, their ownership in Katapult
and Katapult’s transactions with related persons is available in Katapult’s proxy statement filed with the SEC on April 24,
2025 on Schedule 14A in connection with its 2025 annual meeting of stockholders, under the headers “PROPOSAL NO. 1 ELECTION OF
DIRECTORS” , “DIRECTOR COMPENSATION”, “EXECUTIVE OFFICERS”, “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT”, “EXECUTIVE COMPENSATION” and “CERTAIN RELATIONSHIPS AND RELATED-PARTY AND OTHER TRANSACTIONS”
(which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001785424/000162828025019705/kplt-20250424.htm).
Additional information regarding ownership of Katapult’s securities by its directors and executive officers is included in such
person’s SEC filings on Forms 3 or 4 (which is available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001785424).
Other information regarding Katapult’s directors and executive officers and regarding other persons who may be deemed participants
in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the definitive proxy statement related to the proposed transaction and other relevant materials to be filed with the SEC when they
become available. These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above
under the heading “Additional Information and Where to Find It.”
No Offer or Solicitation
This communication is for informational purposes
and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Investor Relations & Media
Relations Contact:
Jennifer Kull, VP of Investor
Relations
ir@katapult.com
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 9, 2026 |
/s/ Orlando Zayas |
| |
|
Name: Orlando Zayas |
| |
|
Title: Chief Executive Officer |
