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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):
August 7, 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.) |
| 400 Galleria Parkway SE, Suite 300, Atlanta, GA |
|
30339 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (678) 402-3000 |
| (Registrant’s telephone number, including area code:) |
| 5360 Legacy Drive, Building 2, Plano, TX 75024 |
| (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 |
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
TopCo Term Loan Agreement
In connection with the Closing (as defined below),
on August 11, 2026, Katapult Intermediate Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Katapult
Holdings, Inc. (“Katapult”), as borrower (the “TopCo Borrower”), entered into a Term Loan Agreement
(the “TopCo Term Loan Agreement”) with Katapult, the subsidiaries of the TopCo Borrower from time to time party thereto,
as subsidiary guarantors, the lenders from time to time party thereto, and BP Commercial Funding Trust III, Series SPL-XIV, a statutory
series of BP Commercial Funding Trust III, a Delaware statutory trust, as administrative agent and documentation agent (in such capacities,
the “TopCo Agent”). The TopCo Term Loan Agreement provides for senior secured term loan facilities in an aggregate
principal amount of up to $200.0 million, consisting of (i) an initial term loan facility in an aggregate principal amount of approximately
$122.0 million, which was funded in full on August 11, 2026, and (ii) a delayed draw term loan facility in an aggregate principal
amount of up to approximately $78.0 million. Delayed draw term loans may be borrowed during the period commencing on August 11, 2026
and ending on the earliest of August 11, 2028, the date on which a cease funding event occurs (subject to applicable cure provisions)
and the date on which the delayed draw commitments have been fully drawn, terminated or reduced to zero.
Borrowings under the TopCo Term Loan Agreement
bear interest at a rate of 15.0% per annum payable in cash and 5.0% per annum payable as paid-in-kind (“PIK”) interest. The
PIK interest accruing on each remittance date is required to be capitalized and added to the outstanding principal amount of the loans.
All obligations under the TopCo Term Loan Agreement,
including the outstanding legal balance of all term loans, are due and payable in full on the maturity date, which is the earlier of (i) August 11,
2029 and (ii) the date of acceleration of the obligations following an event of default. The TopCo Borrower may voluntarily prepay
the initial term loan or any delayed draw term loan in whole, subject to payment of a prepayment fee. The TopCo Term Loan Agreement also
requires mandatory prepayments in connection with certain asset dispositions, casualty, condemnation or similar events, certain issuances
of indebtedness and sale and leaseback transactions, in each case subject to specified thresholds, exceptions and reinvestment rights.
The obligations under the TopCo Term Loan Agreement
are guaranteed by Katapult, and by the subsidiary guarantors from time to time party thereto. The obligations are secured pursuant to
the collateral documents, including a Security Agreement, dated as of August 11, 2026, among Katapult, the TopCo Borrower, the other
grantors party thereto and the TopCo Agent, under which the grantors granted a first-priority security interest in substantially all of
their personal property, subject to permitted liens (the “TopCo Security Agreement”).
The TopCo Term Loan Agreement contains certain
customary representations and warranties and events of default. The TopCo Term Loan Agreement also contains certain financial covenants,
each as defined in the TopCo Term Loan Agreement, including maintaining a minimum Interest Coverage Ratio, a maximum Leverage Ratio, and
a Liquidity level (each as measured at the end of each fiscal quarter). In addition, the TopCo Term Loan Agreement contains customary
affirmative covenants, including reporting requirements, delivery of a semi-annual business plan, maintenance of existence, properties
and insurance, and inspection rights. It also contains customary negative covenants that, subject to specified exceptions, limit the ability
of Katapult, the TopCo Borrower and their restricted subsidiaries to incur liens and indebtedness, make investments and restricted payments,
effect dispositions and sale and leaseback transactions, enter into transactions with affiliates, enter into burdensome agreements, form
foreign subsidiaries, and amend material documents. If an event of default occurs and is continuing, the TopCo Agent may, at the request
of or with the consent of the required lenders, terminate the commitments and declare all outstanding obligations immediately due and
payable.
MidCo Term Loan Agreement
Additionally, in connection with the Closing, on
August 11, 2026, Katapult MidCo, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Katapult, as
borrower (the “MidCo Borrower”), entered into a Term Loan Agreement (the “MidCo Term Loan Agreement”)
with the lenders from time to time party thereto and HHCF Series 21 Sub, LLC, a Delaware limited liability company (“Hawthorn”),
as administrative agent (in such capacity, the “MidCo Agent”). The MidCo Term Loan Agreement provides for a senior
secured term loan facility in an aggregate principal amount of approximately $75.0 million, the proceeds of which were used to fund the
aggregate purchase price payable in connection with the repurchase by Katapult of 65,000 shares of its preferred stock previously issued
to Hawthorn.
Borrowings under the MidCo Term Loan Agreement
bear interest at a rate of 15.0% per annum. Upon request by the MidCo Borrower and approval by the MidCo Agent in its sole discretion,
accrued interest may be paid as PIK interest and added to the principal amount of the term loan on each remittance date. All obligations
under the MidCo Term Loan Agreement are due and payable in full on November 3, 2030. The MidCo Borrower may voluntarily prepay the
term loan in whole or in part, provided that each such prepayment must be in an amount of at least $250,000. The MidCo Term Loan Agreement
also requires mandatory prepayments in connection with specified dispositions and casualty, condemnation or similar events and specified
issuances of indebtedness, subject to specified thresholds, exceptions and, for certain proceeds, reinvestment rights.
The obligations under the MidCo Term Loan Agreement
are guaranteed by TopCo Borrower and each subsidiary of the MidCo Borrower that executes a joinder agreement following the closing date.
TopCo Borrower’s guaranty obligations are subordinated to the obligations owing under the TopCo Term Loan Agreement pursuant to
the terms of its guaranty. The obligations under the MidCo Term Loan Agreement are secured pursuant to a Security Agreement among the
MidCo Borrower, each other grantor party thereto and the MidCo Agent, under which the grantors granted a security interest in substantially
all of their personal property (the “MidCo Security Agreement”).
The MidCo Term Loan Agreement contains certain
customary representations and warranties and events of default. The MidCo Term Loan Agreement also contains a minimum liquidity financial
covenant measured as of the last business day of each calendar week, along with customary additional affirmative and negative covenants.
If an event of default occurs and is continuing, the MidCo Agent may terminate the commitments and declare all obligations immediately
due and payable, and in the case of specified insolvency events such termination and acceleration occur automatically.
Amendments to Existing Asset-Based Facility
Prior to the Closing, on August 10, 2026,
Katapult SPV-1 LLC, as borrower, Katapult Group, Inc., Katapult MidCo, LLC, Katapult, the lenders party thereto and Midtown Madison
Management LLC, as administrative, payment and collateral agent, entered into a Joinder (the “SPV Joinder Agreement”)
to the Amended and Restated Loan and Security Agreement and Release Agreement, dated as of June 12, 2025 (the “Amended and
Restated Loan and Security Agreement”), as amended, pursuant to which the lenders thereunder made available to Katapult SPV-1
LLC a senior secured revolving loan facility in a maximum principal amount of up to the maximum revolving loan amount specified therein.
Pursuant to the SPV Joinder Agreement, Katapult
MidCo, LLC joined the Amended and Restated Loan and Security Agreement, assumed all of the obligations of a payment guarantor and an indemnity
guarantor thereunder, and became a credit party and guarantor for all purposes of the loan documents; and Katapult was released from its
obligations under the Amended and Restated Loan and Security Agreement and the related loan documents, subject to specified surviving
obligations.
Concurrently with the SPV Joinder Agreement, Katapult
Group, Inc. and Katapult MidCo, LLC entered into an Amended and Restated Corporate Guaranty and Security Agreement, dated as of August 10,
2026 (the “Amended and Restated Corporate Guaranty and Security Agreement”), in favor of Midtown Madison Management
LLC, as agent, under which the guarantors guarantee the obligations under the Amended and Restated Loan and Security Agreement and grants
a first-priority security interest in substantially all of their assets.
Seventh Amendment to Master Loan and Security Agreement
On August 7, 2026, TMX MP SPE, LLC, a Delaware limited liability company
and wholly-owned subsidiary of CCFI (as defined below) (“TMX SPE”), entered into a Seventh Amendment to Master Loan
and Security Agreement (the “Seventh Amendment”) with each of the lenders party thereto (the “Lenders”)
and BP Commercial Funding Trust II, Series SPL-XVI, a statutory series of BP Commercial Funding Trust II, a Delaware statutory trust,
for itself and for no other series of BP Commercial Funding Trust II, as administrative agent (in such capacity, the “Administrative
Agent”). The Seventh Amendment amends that certain Master Loan and Security Agreement, dated as of February 10, 2023 (the “Master
Loan and Security Agreement,” and as subsequently amended, the “TMX ABL Credit Facility”).
Among other things, the Seventh Amendment: (i) extends the scheduled
draw period termination date from August 10, 2026 to December 31, 2027, subject to earlier termination upon an unwaived cease funding
event and any further extension requested by TMX SPE and approved by each Lender, in accordance with the TMX ABL Credit Facility; (ii)
extends the lockout expiration date from June 10, 2026 to January 1, 2027, after which TMX SPE may prepay all, but not less than all,
of the outstanding legal balance without premium or penalty, but only if TMX SPE provides the Administrative Agent with at least 30 days’
advance written notice; (iii) resets the specified legacy loan balances as of August 7, 2026, consisting of a Class A legacy balance of
approximately $14.9 million, a newly established Class B legacy balance of approximately $22.2 million and a Class C legacy balance of
approximately $75.1 million; (iv) reduces the minimum liquidity financial covenant under the TMX ABL Credit Facility to $17.5 million,
tested as of the end of each calendar month, and adds financial covenants relating to CCFI and its subsidiaries; and (v) updates the financial
reporting covenants to reflect the Closing. The Seventh Amendment and the TMX ABL Credit Facility, as amended thereby, contain certain
customary representations and warranties and events of default.
The foregoing descriptions of the TopCo Term
Loan Agreement, the TopCo Security Agreement, the MidCo Term Loan Agreement, the MidCo Security Agreement, the SPV Joinder
Agreement, the Amended and Restated Loan and Security Agreement, the Amended and Restated Corporate Guaranty and Security Agreement, and the Seventh Amendment
do not purport to be complete and are qualified in their entirety by reference to the TopCo Term Loan Agreement, the TopCo Security
Agreement, the MidCo Term Loan Agreement, the MidCo Security Agreement, the SPV Joinder Agreement, the Amended and Restated Loan and
Security Agreement, the Amended and Restated Corporate Guaranty and Security Agreement, and the Seventh Amendment which are
attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, and
incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On August 11, 2026 (the “Closing”),
pursuant to the Agreement and Plan of Merger, dated December 11, 2025 (the “Initial Merger Agreement”), by and
among Katapult, Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult (“Merger
Sub 1”), Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult
(“Merger Sub 2”), CCF Holdings LLC, a Delaware limited liability company (“CCFI”), and Aaron’s
Intermediate Holdco, Inc., a Delaware corporation (“Aaron’s”), as amended by the First Amendment to the
Merger Agreement, dated June 17, 2026 (the “Amendment to the Merger Agreement,” and together with the Initial
Merger Agreement, the “Merger Agreement”), Katapult completed the previously announced business combination transaction
with CCFI and Aaron’s. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger
Agreement.
Pursuant to the terms and conditions of the
Merger Agreement, a business combination among Aaron’s, CCFI and Katapult was effected as follows:
(a) immediately prior to the Aaron’s Merger Effective Time, (i) Aaron’s caused the Aaron’s MIP Holders
to assign, transfer and deliver to Katapult, and Katapult assumed and acquired from the Aaron’s MIP Holders, the Aaron’s
MIP Units and (ii) Katapult issued to the Aaron’s MIP Holders and Aaron’s caused the Aaron’s MIP Holders to
acquire from Katapult 943,580 shares of common stock, $0.0001 par value per share, of Katapult (“Katapult
Common Stock”) as consideration for the Aaron’s MIP Units (the “Aaron’s
MIP Exchange”); (b) immediately prior to the CCFI Merger Effective Time, (i) CCFI caused the CCFI MIP Holders
to assign, transfer and deliver to Katapult, and Katapult assumed and acquired from the CCFI MIP Holders, the CCFI MIP Equity and
(ii) Katapult issued to the CCFI MIP Holders and CCFI caused the CCFI MIP Holders to acquire from Katapult 11,011,927 shares of
Katapult Common Stock as consideration for the CCFI MIP Equity (the “CCFI MIP
Exchange”); (c) at the Aaron’s Merger Effective Time, the aggregate equity interests of Aaron’s
outstanding as of immediately prior to the Aaron’s Merger Effective Time (including shares of Aaron’s Common Stock and
any option or other rights to acquire Aaron’s Common Stock but not including the Aaron’s MIP Units and excluding shares
of Aaron’s Common Stock that are outstanding immediately prior to the Aaron’s Merger Effective Time and which are held
by stockholders who have exercised and perfected dissenters’ rights for such shares of Aaron’s Common Stock in
accordance with the General Corporation Law of the State of Delaware, as amended) were collectively converted solely into the right
to receive an aggregate of 11,369,237 shares of Katapult Common Stock, for all such outstanding equity interests; (d) at the
CCFI Merger Effective Time, (i) the aggregate equity interests of CCFI outstanding as of immediately prior to the CCFI Merger
Effective Time (including the CCFI Units and CCFI Phantom Units but not including the CCFI MIP Equity, CCFI Options and CCFI
Warrants) were collectively converted solely into the right to receive an aggregate of 58,516,558 shares of Katapult Common Stock,
(ii) 244,146 shares of Katapult Common Stock became subject to the CCFI Warrants and (iii) vested CCFI Options that were
outstanding at the CCFI Merger Effective Time were forfeited for no consideration; (e) immediately following the Aaron’s
MIP Exchange, at the Aaron’s Merger Effective Time, Merger Sub 1 merged with and into Aaron’s, and the separate
existence of Merger Sub 1 ceased and Aaron’s continued as the surviving corporation in the Aaron’s Merger; and
(f) immediately following the CCFI MIP Exchange, at the CCFI Merger Effective Time, Merger Sub 2 merged with and into CCFI, and
the separate existence of Merger Sub 2 ceased and CCFI continued as the surviving limited liability company in the CCFI Merger.
Immediately after the consummation of the Mergers,
after giving effect to the issuances of Katapult Common Stock pursuant to the Merger Agreement, there were approximately 87.4 million
shares of Katapult Common Stock outstanding on a fully diluted basis (inclusive of the exercise of the Katapult Private Warrants), of
which (i) the former equityholders of CCFI owned approximately 79.8% of the Katapult Common Stock, (ii) the former equityholders
of Aaron’s owned approximately 14.1% of the Katapult Common Stock and (iii) the former stockholders of Katapult owned approximately
6.1% of the Katapult Common Stock.
Except as described in Item 3.02 of this Current
Report on Form 8-K below, the issuance of the shares of Katapult Common Stock to the former equityholders of CCFI and Aaron’s
was registered with the U.S. Securities and Exchange Commission (the “SEC”) on a Registration Statement on Form S-4
(File No. 333-296909) (the “Registration Statement”).
Shares of Katapult Common Stock will continue to
be listed on The Nasdaq Global Market under the symbol “KPLT.”
The foregoing description of the Merger Agreement
contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement
and the Amendment to the Merger Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 2.1 and 2.2,
respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information required by this Item 2.03 is contained in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 2.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger
Agreement, 76,765,355 shares of Katapult Common Stock that were issued by Katapult to certain equityholders of CCFI and Aaron’s
were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of
the Securities Act and therefore were not registered pursuant to the Registration Statement in connection with the Mergers. Accordingly,
the unregistered shares of Katapult Common Stock issued to certain equityholders of CCFI and Aaron’s may not be offered or sold
in the United States except pursuant to an effective registration statement or applicable exemption from the registration requirements
of the Securities Act and any applicable state securities laws.
Such equityholders entered into a registration
rights agreement with Katapult (the “Registration Rights Agreement”), effective as of the Closing. The Registration
Rights Agreement provides that, among other things, Katapult must facilitate the registration of registrable securities for resale under
the Securities Act, including filing a registration statement within 45 days after the Closing and maintaining its effectiveness
until such time as the registered securities cease to be registrable securities in accordance with the agreement (including when they
are sold or otherwise become freely tradable under Rule 144 without restriction). The Registration Rights Agreement also provides
specified demand rights to certain “Primary Holders” (subject to customary conditions, including a minimum offering size and
underwriter cutbacks) and piggyback registration rights for all holders of registrable securities. Katapult has also agreed to, among
other things, indemnify the holders of registrable securities, their permitted assignees, and their respective officers, directors, agents,
brokers, underwriters, investment advisors, employees and each person who controls any such holder of registrable securities or permitted
assignee (and the officers, directors, agents and employees of any such controlling person), and their respective successors, assigns,
estates and personal representatives, from certain liabilities (including under the Securities Act and the Securities Exchange Act of
1934, as amended) and related costs and expenses (including reasonable attorneys’ fees) arising out of or relating to the registration,
subject to customary exceptions.
The foregoing description of the Registration
Rights Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of
the Registration Rights Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.9 and is
incorporated herein by reference.
Item 5.01 Changes in Control of Registrant
The information required by this Item 5.01 is contained
in Items 2.01 and 5.02 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection and concurrently with the execution
and delivery of the Merger Agreement, certain equityholders of Aaron’s and CCFI entered into a stockholders agreement, dated December 11,
2025 (the “Initial Stockholders Agreement”), as amended by the First Amendment to the Stockholders Agreement, dated
June 17, 2026 (the “Amendment to the Stockholders Agreement,” and together with the Initial Stockholders Agreement,
the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, certain actions were effected in connection
with the closing of the Mergers.
The below description of the actions taken pursuant
to the Stockholders Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full
text of the Initial Stockholders Agreement and the Amendment to the Stockholders Agreement, copies of which are attached to this Current
Report on Form 8-K as Exhibits 10.10 and 10.11, respectively, and are incorporated herein by reference.
Resignation of Directors
In accordance with the Merger Agreement and the
Stockholders Agreement, effective as of the Closing, each of Philip Bartow, III, Don Gayhardt, Derek Medlin, Orlando Zayas and Gregory
Zink resigned from the board of directors of Katapult (the “Board”). The resignations of the directors were not a result
of any disagreement with Katapult relating to Katapult’s operations, policies or practices.
Appointment of Directors
In accordance with the Merger Agreement and the
Stockholders Agreement, effective as of the Closing, the size of the Board was increased to ten directors and the following individuals
were appointed to the Board as directors in the classes set forth below: Jennifer Baldock, Philip Bartow, III, Lynn DeVault, Kyle
Hanson, Michael Heller, William Jones, III, Cory Miller, Eugene Schutt, Orlando Zayas and Gregory Zink. Kyle Hanson will serve as
the Executive Chairman of the Board and Jennifer Baldock will serve as Lead Director of the Board.
Following the Closing, the classes of the Board
are as follows:
| · | Class A Directors: Jennifer Baldock, Michael Heller and Cory
Miller |
| · | Class B Directors: Philip Bartow, III, Lynn DeVault, Eugene
Schutt and Orlando Zayas |
| · | Class C Directors: Kyle Hanson, William Jones, III and Gregory
Zink |
The term of each of the Class A, Class B
and Class C directors expires at Katapult’s 2027 annual meeting of stockholders, 2028 annual meeting of stockholders and 2029
annual meeting of stockholders, respectively.
Following the Closing, the Committees of the Board
are as follows:
| · | Audit Committee: Eugene Schutt (Chair), Philip Bartow, III, Michael
Heller and Gregory Zink |
| · | Compensation Committee: Michael Heller (Chair), Jennifer Baldock and
Eugene Schutt |
| · | Nominating & Corporate Governance Committee: Lynn DeVault
(Chair), Jennifer Baldock, Philip Bartow, III and Gregory Zink |
Other than pursuant to the Merger Agreement and
the Stockholders Agreement, there were no arrangements or understandings between Katapult’s newly appointed directors and any person
pursuant to which they were elected. Other than as described in the section titled “Certain Relationships and Related Party Transactions”
in the Registration Statement, none of Katapult’s newly appointed directors has a direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Each of the newly appointed directors, other than
Mr. Hanson and Mr. Miller, will participate in and receive the compensation that is provided for pursuant to Katapult’s
Non-Employee Director Compensation Policy, which was approved by the Board in connection with the Closing and is attached to this Current
Report on Form 8-K as Exhibit 10.12 and is incorporated herein by reference.
Resignation of Executive Officers
In accordance with the Merger Agreement and the
Stockholders Agreement, effective as of the Closing, Orlando Zayas resigned as Chief Executive Officer, Derek Medlin resigned as President
and Chief Growth Officer and Nancy Walsh resigned as Chief Financial Officer.
Mr. Medlin will continue as an employee of Katapult in a non-executive officer capacity following the Closing.
In connection with their resignations, Orlando
Zayas and Nancy Walsh will each enter into a Separation Agreement and General Release of Claims and receive the severance payments and
benefits due on a termination by Katapult without “cause” in connection with a “change in control” consistent
with the terms of their Employment Agreements (including the form of Separation Agreements and General Release of Claims attached to the
Employment Agreements), copies of which are filed as exhibits to Katapult's Annual Report on Form 10-K for the year ended
December 31, 2025, filed on March 11, 2026.
Appointment of Executive Officers
In accordance with the Merger Agreement and the
Stockholders Agreement, effective as of the Closing, the Board appointed Kyle Hanson as Katapult’s Executive Chairman, Cory Miller
as Katapult’s Chief Executive Officer and Russell Falkenstein as Katapult’s Chief Financial Officer. In addition, in connection
with the Closing, on August 11, 2026, the Board appointed William Baker as Katapult’s President and Douglass Noe as Chief Accounting
Officer.
Mr. Hanson, age 50, has served CCFI for over
28 years, including as CCFI’s Executive Chairman and Chief Executive Officer since February 2023. Prior to becoming the Executive
Chairman and Chief Executive Officer, Mr. Hanson served as President of CCFI from May 2008 until February 2023. Mr. Hanson
also served as Chair of the Board of Aaron’s. Mr. Hanson also has served as a member of the Financial Service Centers of America
(FiSCA) board of directors and as Chairman of the Board of Directors of Volunteers of America of Greater Ohio. Mr. Hanson holds a
B.S. in communications from Ohio University.
Mr. Miller, age 52, has served as Chief Executive
Officer of The Aaron’s Company, Inc. since November 2024. Mr. Miller joined The Aaron’s Company, Inc. following the merger with IQVentures Holdings,
LLC in 2024, having previously served as President of IQVentures since January 2024. Prior to that, Mr. Miller served in various
roles of increasing responsibility at The Scotts Miracle-Gro Company for nearly 23 years, including serving as Executive Vice President
and Chief Financial Officer from January 2021 to September 2022 and as Vice President of Finance, CFO of the Hawthorne Gardening
Company from April 2016 to January 2021. During his tenure with The Scotts Miracle-Gro Company, Mr. Miller also served
as a member of the board of directors of AeroGrow International, Inc., one of Scotts Miracle-Gro Company’s subsidiaries from
April 2019 to February 2021. Prior to The Scotts Miracle-Gro Company, Mr. Miller was previously employed in the audit practice
of Ernst & Young and was a member of the finance team at Borden Capital Management Partners. Mr. Miller holds a B.S. in
business administration with a specialization in accounting from Bowling Green State University and is a certified public accountant.
Mr. Falkenstein, age 38, has served as
Chief Financial Officer of The Aaron's Company, Inc. since February 2025. Mr. Falkenstein previously served The Aaron's Company, Inc. as Executive Vice
President, Chief Operating Officer, Lease-to-Own from September 2023 to February 2025. Prior to that position, Mr. Falkenstein
served as The Aaron's Company, Inc.'s Senior Vice President, Chief Strategy, Analytics and Development Officer from December 2020 to September 2023.
Prior to that position, he served as The Aaron's Company, Inc.'s Senior Vice President, Finance & Accounting from January 2020 to November 2020,
Vice President, Financial Planning & Strategic Analytics from February 2017 to December 2019, and Vice President, Corporate
Initiatives from February 2016 to January 2017. Prior to joining Aaron’s, Mr. Falkenstein was a Senior Associate,
Associate and Analyst in Alvarez and Marsal’s Turnaround and Restructuring group from July 2010 to January 2016. Mr. Falkenstein
holds a bachelor of business administration degree from The George Washington University and an M.B.A. from the Northwestern University
Kellogg School of Management.
Mr. Baker, age 45, has served as President
of CCFI since July 2022. Prior to joining CCFI, Mr. Baker served as Curo Group Holdings Corp.’s President and Chief Operating
Officer from February 2021 to September 2022. Mr. Baker was an Executive Vice President of Curo from 2016 until February 2021,
its Chief Marketing Officer from 2011 until 2016 and a Vice President of Marketing and Business Development from 2007 until 2011. Mr. Baker
holds a B.S. in advertising communications from Gannon University.
Mr. Noe, age 57, has served as Senior
Vice President & Chief Accounting Officer of The Aaron’s Company, Inc. since May 2026. Prior to that position,
Mr. Noe served as Floor & Decor Holdings, Inc.’s Vice President, Corporate Controller from
January 2025 to April 2026. Prior to joining Floor & Decor, Mr. Noe served as the Vice President, Corporate
Controller and Principal Accounting Officer of The Aaron's Company, Inc. from March 2021 to January 2025 and as Vice President,
Corporate Controller from January 2021 to March 2021. Prior to joining Aaron’s, Mr. Noe served as Vice
President, Controller of Acoustic, L.P. from August 2019 to December 2020. Prior to that he served as the Senior Vice
President, Corporate Controller and Treasurer of Premiere Global Services, Inc. from June 2009 to August 2019.
Mr. Noe also served as the Vice President and Corporate Controller of ChoicePoint, Inc. from October 2006 to
June 2009. Mr. Noe holds a B.B.A. in accounting from the University of Georgia.
There are no family relationships between any of
Katapult’s newly appointed executive officers and any director or other officer of Katapult, and other than pursuant to the Merger
Agreement and the Stockholders Agreement, there are no arrangements or understandings between any of Katapult’s newly appointed
executive officers and any other person pursuant to which such individuals were selected as officers of Katapult. Other than as described
in the section titled “Certain Relationships and Related Party Transactions” in the Registration Statement, none of Katapult’s
newly appointed executive officers has a direct or indirect material interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Indemnification Agreements
In connection with their appointments, at the Closing,
each of Katapult’s directors and executive officers entered into a form of indemnification agreement, which is attached to this
Current Report on Form 8-K as Exhibit 10.13 and incorporated herein by reference.
Equity Award Grants
In connection with the Closing, the Board
approved equity award grants for each of Kyle Hanson, Cory Miller, Russell Falkenstein and William Baker (each, an “Executive”
and collectively, the “Executives”) and certain other participants in
the form of restricted stock units (the “Equity Award Grants”) pursuant
to the Katapult 2026 Equity Incentive Plan and the terms and conditions of Katapult’s form of Restricted Stock Unit Award
Agreement (the “Award Agreement”).
The Equity Award Grants have a grant date
value of $4.0 million for Mr. Hanson, $3.3 million for Mr. Miller and $2.5 million for each of Messrs. Falkenstein
and Baker. The Equity Award Grants will vest over two years, with 25% of the restricted stock units vesting on February 11,
2027, and the remaining restricted stock units vesting thereafter in three substantially equal semi-annual installments on the 11th
of each of February and August of each year, subject to the Executive’s continued employment with Katapult. If the
Executive incurs an Involuntary Termination, the restricted stock units that would have become vested on the vesting date following
such termination of employment shall vest. If the Executive incurs an Involuntary Termination or the Executive terminates his or her
employment for Good Reason, in each case, within the two-year period following the effective date of a Change in Control (each of
“Involuntary Termination,” “Good Reason” and “Change in Control” as defined in the Severance
Plan (as defined below)), the unvested portion of the restricted stock units shall become fully vested as of the date of such
termination of employment.
The foregoing description of the Equity Award Grants
does not purport to be complete and is qualified in its entirety by reference to the form of Award Agreement, which is attached to this
Current Report on Form 8-K as Exhibit 10.14 and incorporated herein by reference.
Executive Severance Pay Plan
In connection with the Closing, the Board approved
and adopted the Executive Severance Pay Plan of Katapult Holdings, Inc. (the “Severance Plan”), effective immediately.
The Severance Plan provides severance pay and benefits
to each of the Executives and certain other designated key employees (each, a “Participant”) who experience an involuntary
termination of employment in order to attract and retain highly qualified employees.
Under the Severance Plan, if a Participant’s
employment is terminated by Katapult (or an affiliate employer) other than due to Cause (as defined in the Severance Plan), death or Disability
(as defined in the Severance Plan) (an “Involuntary Termination”), the Participant will be entitled to receive the
following payments and benefits:
| · | a cash severance payment equal to the Participant’s annual base salary,
payable in substantially equal installments; |
| · | a lump sum cash payment equal to the Participant’s target annual bonus
for the year of termination; and |
| · | up to 12 months of COBRA continuation coverage. |
If a Participant incurs an Involuntary
Termination or the Participant terminates his or her employment for Good Reason (as defined in the Severance Plan), in each case,
within the two-year period following the effective date of a Change in Control (as defined in the Severance Plan), the Participant
will be entitled to receive the following payments and benefits:
| · | a cash severance payment equal to two times the sum of (i) the Participant’s
annual base salary and (ii) the Participant’s target annual bonus for the year of termination, payable in substantially equal
installments; |
| · | a lump sum cash payment equal to a pro-rated portion of Participant’s
target annual bonus for the year of termination; and |
| · | up to 24 months of COBRA continuation coverage. |
Payment of the foregoing severance benefits is
subject to a Participant timely executing a release of claims against Katapult and its affiliates and the Participant’s compliance
with his or her restrictive covenant obligations. Katapult has reserved the right to amend, modify, terminate or discontinue the Severance
Plan, provided that (i) no such actions may decrease the amount of severance pay awarded but not yet fully paid without the Participant’s
consent and (ii) no such actions that would have a material adverse effect on a Participant generally may be effective (a) until
the one-year anniversary of the date such action is adopted and (b) for the two-year period following the date of a Change in Control,
in each case, unless the Participant provides written consent to such action.
The Severance Plan replaces in full and supersedes any other severance protections provided to any Participant, including, without limitation,
any employment agreements or other plans.
The foregoing description of the Severance Plan
does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, which is attached to this Current
Report on Form 8-K as Exhibit 10.15 and incorporated herein by reference.
Item 8.01 Other Events
On August 11, 2026,
Katapult issued a press release announcing the completion of the Mergers. A copy of the press release is attached to this Current Report
on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses or Funds Acquired
The financial statements of CCFI and Aaron’s required by this
Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on
which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by this Item
9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which
this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| Exhibit No. |
|
Exhibit |
| 2.1† |
|
Agreement and Plan of Merger, dated as of December 11, 2025, by and among Katapult Holdings, Inc., a Delaware corporation, Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult, Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult, CCF Holdings LLC, a Delaware limited liability company, and Aaron’s Intermediate Holdco, Inc., a Delaware corporation (included as Annex A to Katapult’s Registration Statement on Form S-4 (File No. 333-296909), filed with the Commission on June 18, 2026). |
| |
|
|
| 2.2 |
|
First Amendment to Agreement and Plan of Merger, dated June 17, 2026, by and among Katapult Holdings, Inc., a Delaware corporation, Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult, Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult, CCF Holdings LLC, a Delaware limited liability company, and Aaron’s Intermediate Holdco, Inc., a Delaware corporation (filed as Exhibit 2.2 to Katapult’s Registration Statement on Form S-4 (File No. 333-296909), filed with the Commission on June 18, 2026). |
| |
|
|
| 10.1† |
|
Term Loan Agreement, dated as of August 11, 2026, among Katapult Intermediate Holdings, LLC, as Borrower, Katapult Holdings, Inc., as Holdings, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and BP Commercial Funding Trust III, Series SPL-XIV, as Administrative Agent and Documentation Agent. |
| |
|
|
| 10.2 |
|
Security Agreement, dated as of August 11, 2026, among Katapult Holdings, Inc., Katapult Intermediate Holdings, LLC, the other grantors party thereto, and BP Commercial Funding Trust III, Series SPL-XIV, as Administrative Agent. |
| |
|
|
| 10.3† |
|
Term Loan Agreement, dated as of August 11, 2026, among Katapult MidCo, LLC, as Borrower, the lenders from time to time party thereto, and HHCF Series 21 Sub, LLC, as Administrative Agent. |
| |
|
|
| 10.4 |
|
Security Agreement, dated as of August 11, 2026, between Katapult MidCo, LLC and HHCF Series 21 Sub, LLC, as Administrative Agent. |
| |
|
|
| 10.5 |
|
Joinder to Amended and Restated Loan and Security Agreement and Release Agreement, dated as of August 10, 2026, among Katapult SPV-1 LLC, Katapult Group, Inc., Katapult MidCo, LLC, Katapult Holdings, Inc., the lenders party thereto, and Midtown Madison Management LLC, as Agent. |
| |
|
|
| 10.6† |
|
Amended and Restated Loan and Security Agreement, dated as of June 12, 2025, by and among Katapult SPV-1 LLC, Katapult Group, Inc., Katapult Holdings, Inc., Midtown Madison Management LLC and the lenders party thereto (filed as Exhibit 10.1 to Katapult’s Current Report on Form 8-K filed with the Commission on June 13, 2025). |
| |
|
|
| 10.7† |
|
Amended and Restated Corporate Guaranty and Security Agreement, dated as of August 10, 2026, by Katapult Group, Inc. and Katapult MidCo, LLC in favor of Midtown Madison Management LLC, as Agent. |
| |
|
|
| 10.8† |
|
Seventh Amendment to Master Loan and Security Agreement, dated as of August 7, 2026, by and among TMX MP SPE, LLC, as borrower, the lenders party thereto and BP Commercial Funding Trust II, Series SPL-XVI, a statutory series of BP Commercial Funding Trust II, as administrative agent |
| |
|
|
| 10.9 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 of Katapult’s Current Report on Form 8-K, filed with the Commission on December 15, 2025). |
| |
|
|
| 10.10 |
|
Form of Stockholders Agreement (incorporated by reference to Exhibit 10.3 of Katapult’s Current Report on Form 8-K, filed with the Commission on December 15, 2025). |
| |
|
|
| 10.11 |
|
First Amendment to Stockholders Agreement, dated June 17, 2026 (filed as Exhibit 10.67 to Katapult’s Registration Statement on Form S-4 (File No. 333-296909), filed with the Commission on June 18, 2026). |
| |
|
|
| 10.12* |
|
Non-Employee Director Compensation Policy. |
| |
|
|
| 10.13 |
|
Form of Indemnification Agreement by and between Katapult Holdings, Inc. and its directors and officers (incorporated by reference to Exhibit 10.2 of Katapult’s Form 8-K filed with the Commission on June 15, 2021). |
| |
|
|
| 10.14* |
|
Form of Restricted Stock Unit Award Agreement under the Katapult Holdings, Inc. 2026 Equity Incentive Plan. |
| |
|
|
| 10.15* |
|
Executive Severance Pay Plan. |
| |
|
|
| 99.1 |
|
Press Release, dated August 11, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
| † |
Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. Katapult hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. |
| * |
Indicates a management contract or any compensatory plan, contract or arrangement. |
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: |
August 11, 2026 |
/s/ Cory
Miller |
| |
|
Name:
Cory Miller |
| |
|
Title: Chief Executive
Officer |
Exhibit 99.1
Confidential
Katapult, The Aaron’s Company, and CCF
Holdings Complete Business Combination to Create a Scaled Financial Solutions Platform for Nonprime Consumers
Scaled Omnichannel Platform Expands Opportunities
to Reach More Consumers Through Complementary Retail, Digital, and Lease-to-Own Capabilities
Combined Company Will Continue to Serve Consumers
Through the Trusted Aaron’s, CCFI and Katapult Brands
Combined Company Generated More Than $4bn
in 2025 Pro Forma Revenue and More Than $460mn in 2025 Adjusted EBITDA
ATLANTA, August 11, 2026 -- Katapult Holdings, Inc. (“Katapult
Holdings” or the “Company”) (NASDAQ: KPLT), a scaled, technology and data-driven platform serving nonprime consumers
seeking greater financial flexibility, today announced it has completed the previously announced all-stock combination with The Aaron’s
Company, Inc. (“Aaron’s”) and CCF Holdings LLC (“CCFI”). With the close of the merger transactions,
Aaron’s and CCFI, together with Katapult’s operating business, are wholly owned indirect subsidiaries of Katapult Holdings.
The combination brings together a comprehensive suite of financial
solutions, including lease-to-own and other alternative consumer finance products, tailored to the needs of nonprime consumers. The combined
company also benefits from one of the largest proprietary datasets in the nonprime market, spanning retail, digital, lease-to-own, and
consumer finance, providing unique insights into the behavior of 7 million consumers across economic cycles. The scaled omnichannel platform
connects a nationwide network of retail locations and merchant partnerships with e-commerce and digital capabilities, enabling the combined
company to meet consumers wherever and however they choose to engage.
“Today marks an important milestone for Aaron’s, CCFI,
and Katapult as we unite three businesses with distinct strengths and a shared commitment to serving nonprime consumers,” said
Kyle Hanson, Executive Chairman of Katapult Holdings. “Together, we are a stronger, more diversified platform with broader
customer relationships, a vast proprietary data set, complementary capabilities, and a business that generated more than $4 billion
in 2025 pro forma revenue and more than $460 million in 2025 pro forma adjusted EBITDA, positioning us to deliver more value from
day one. By connecting customers across our combined ecosystem with our comprehensive suite of financial services, we can deepen
relationships and better serve their financial needs. Just as importantly, we have assembled an exceptional leadership team with the
experience, operational discipline, and shared vision to execute on our strategy. I have tremendous confidence in their ability to
integrate these businesses successfully, drive meaningful cost savings and operational efficiencies over time, and create long-term
value for our customers, partners, employees, and stockholders.”
The combined company will operate as Katapult Holdings, Inc.
and its common stock will continue to trade on the NASDAQ under the symbol “KPLT.” Existing Aaron’s stockholders,
CCFI unitholders, and Katapult Holdings stockholders will own approximately 14%, 80%, and 6%, respectively, of the combined company on
a fully diluted basis. The combined company will continue to operate through its established Aaron’s, CCFI, and Katapult
brands. Katapult Holdings is currently headquartered in Atlanta, Georgia.
“We have the opportunity to redefine how nonprime consumers access
the financial solutions they need to power their everyday lives,” said Cory Miller, Chief Executive Officer of Katapult Holdings.
“Drawing on the best of each organization, we are bringing together complementary brands, a nationwide retail and digital footprint,
and the technology and data that connect them to create a more seamless experience for consumers and partners alike. The depth and diversity
of data across our combined platform gives us capabilities that none of us could have built alone, and we intend to put them to work quickly.
We are grateful to the teams at Aaron’s, CCFI, and Katapult, whose dedication made this moment possible, and we are energized by
what we will build together.”
Katapult Holdings’ executive leadership team is led by Chief
Executive Officer Cory Miller, President Bill Baker, Chief Financial Officer Russell Falkenstein, Chief Legal Officer & Secretary
Rachel George, and Chief Accounting Officer Doug Noe. The Katapult Holdings Board of Directors consists of Executive Chairman Kyle Hanson
and directors Cory Miller, Jennifer Baldock, Philip Bartow III, Lynn DeVault, Michael Heller, Will Jones, Eugene Schutt,
Orlando Zayas and Gregory L. Zinks.
With the completion of the merger transactions, the combined company
expects to report financial results through two operating segments: Lease-to-Own & Retail, which will include Aaron’s and
Katapult, and Consumer Finance, which will include CCFI. Katapult Holdings’ financial results for the quarter ending September 30,
2026, are expected to reflect the impact of the merger transactions beginning on the closing date, August 11, 2026.
In connection with the completion of the merger transactions, Katapult
has posted an investor presentation to the Investor Relations section of its website at IR.KPLTholdings.com.
Advisors
Guggenheim Securities, LLC served as financial advisor to Katapult
Holdings, and Davis Polk & Wardell LLP served as legal counsel.
J.P. Morgan Securities LLC served as exclusive financial advisor to
Aaron’s, and King & Spalding LLP served as legal counsel.
Morrison Foerster LLP served as legal counsel to CCFI.
About Katapult Holdings, Inc.
Katapult Holdings, Inc. (NASDAQ: KPLT) is a scaled, technology
and data-driven platform serving nonprime consumers seeking greater financial flexibility. Through its Aaron’s, CCFI and Katapult
operating brands, the Company provides access to lease-to-own solutions and alternative consumer financial services. The Company is headquartered
in Atlanta, Georgia.
Forward-Looking Statements
Certain statements included in this press release 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, statements
regarding the expected benefits of the combination of Katapult Holdings, Aaron’s and CCFI; future opportunities for the combined
company; the future operations, financial profile, business strategy and growth prospects of the combined company; the ability to integrate
the businesses successfully; expected synergies, operating efficiencies, enhanced capabilities and product innovation; customer reach
and product offerings; access to capital; and long-term value creation.
These forward-looking statements are based on various assumptions,
whether or not identified in this press release, and on the current expectations of management. They are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and should not be relied
upon as, a guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and may differ materially from the assumptions underlying these statements. Many actual events and circumstances
are beyond the Company’s control.
These forward-looking statements are subject to a number of risks and
uncertainties, including, among others: the combined company’s ability to successfully integrate the businesses of Katapult, Aaron’s
and CCFI; the combined company’s ability to realize the expected benefits of the transaction, including expected synergies, operating
efficiencies, enhanced underwriting capabilities, product innovation and growth opportunities; disruption of management’s attention
from ongoing business operations due to integration matters; potential adverse changes to relationships with customers, suppliers, franchisees,
merchant partners, lenders, creditors, financing sources, employees and other business partners; the ability to retain key personnel;
risks related to the Company’s capital structure, indebtedness, liquidity, cost of capital and compliance with restrictive covenants;
the availability of financing and the Company’s ability to access capital on acceptable terms; credit performance, delinquency,
charge-off and collection trends; changes in customer demand, consumer behavior, economic conditions, inflation, interest rates and other
macroeconomic factors; unexpected costs, charges or expenses resulting from the transaction or integration; the Company’s ability
to maintain effective internal controls, financial reporting systems, technology systems and data infrastructure across the combined business;
risks related to cybersecurity, data privacy and platform reliability; the Company’s ability to comply with laws and regulations
applicable to its business, including laws and regulations related to rental purchase transactions, consumer credit, alternative financial
services, data privacy and consumer protection; litigation, regulatory inquiries, enforcement actions, complaints, adverse publicity and
other legal proceedings; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission.
If any of these risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the combined
company does not presently know or that it currently believes are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this press release.
All forward-looking statements contained herein are based on information available as of the date hereof, and the combined company does
not assume any obligation to update these statements as a result of new information or future events, except as required by law.
Investor Relations Contact
Jennifer Cohn Kull
VP of Investor Relations
IR@KPLTholdings.com
Media Relations Contact
Michael Wall
Senior Director of Corporate Affairs
MediaRelations@KPLTholdings.com
