Loan covenant waiver for Katapult (NASDAQ: KPLT) after default

Rhea-AI Filing Summary

Katapult Holdings, Inc. reported that on September 15, 2025 it entered into a Limited Waiver to its Amended and Restated Loan and Security Agreement with Midtown Madison Management LLC and other lenders. The waiver responds to the credit parties’ failure to maintain the required Minimum Trailing Three-Month Origination under the loan agreement, which created an existing default. The Limited Waiver temporarily waives this default until September 29, 2025, giving the company a short period of relief while it remains subject to its lending arrangements.

Positive

• None.

Negative

• Existing covenant default: Credit parties failed to maintain required Minimum Trailing Three-Month Origination, creating a default under the loan agreement that required a Limited Waiver only through September 29, 2025.

Insights

Credit & capital structure analyst

Katapult obtained only a short-term waiver of a loan default.

Katapult Holdings disclosed that its credit parties failed to meet the Minimum Trailing Three-Month Origination covenant in its Amended and Restated Loan and Security Agreement. This failure triggered an existing default under the agreement with Midtown Madison Management LLC and other lenders.

The parties executed a Limited Waiver dated September 15, 2025, which temporarily waives the existing default until September 29, 2025. A waiver of limited duration suggests lenders are allowing time to address the covenant breach while retaining leverage through the short expiry.

The key factor is what happens at or before September 29, 2025. Future disclosures will show whether the loan agreement is further amended, the waiver is extended, or stronger lender remedies are applied if covenants are not restored.

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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): September 15, 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 September 15, 2025, Katapult Holdings, Inc. (the “Company”) entered into the Limited Waiver (the “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, 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 Origination as required by the Loan Agreement. The Limited Waiver, among other things, temporarily waived the Existing Default (as defined in the Limited Waiver) until September 29, 2025.

This description of the 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 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 September 15, 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: September 16, 2025		/s/ Orlando Zayas
		Name:  Orlando Zayas
		Title:    Chief Executive Officer

FAQ

What did Katapult Holdings, Inc. (KPLT) disclose in this 8-K?

Katapult disclosed that it entered into a Limited Waiver to its Amended and Restated Loan and Security Agreement after failing to meet the required Minimum Trailing Three-Month Origination covenant, resulting in an existing default that is temporarily waived.

Why did Katapult Holdings (KPLT) need a Limited Waiver from its lenders?

The company’s credit parties failed to maintain the Minimum Trailing Three-Month Origination required by the loan agreement with Midtown Madison Management LLC and other lenders, causing an existing default that the Limited Waiver addresses.

How long does Katapult’s Limited Waiver of the loan default last?

The Limited Waiver, dated September 15, 2025, temporarily waives the existing default until September 29, 2025, providing short-term relief under the loan agreement.

Which parties are involved in Katapult Holdings’ Limited Waiver?

The Limited Waiver is among 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 party to the agreement.

Does this 8-K describe the full terms of Katapult’s Limited Waiver?

No. The 8-K states that the description is not complete and is qualified in its entirety by the full text of the Limited Waiver, which is filed as Exhibit 10.1 and incorporated by reference.

Where can investors find the complete Limited Waiver agreement for Katapult (KPLT)?

The complete Limited Waiver is filed as Exhibit 10.1, titled “Limited Waiver, dated as of September 15, 2025,” and is incorporated by reference in the report.