Katapult Holdings (NASDAQ: KPLT) secures waiver as lenders gain full term loan conversion rights

Rhea-AI Filing Summary

Katapult Holdings, Inc. disclosed that on September 29, 2025 it entered into a Second Limited Waiver to its Amended and Restated Loan and Security Agreement after the credit parties failed to meet the required Minimum Trailing Three-Month Originations as of August 31, 2025. The waiver temporarily continues the waiver of this Existing Default until October 13, 2025.

Despite the waiver, the Existing Default is deemed to be continuing for purposes of the lenders’ Conversion Rights. As a result, the Class B lenders may, at any time on or after September 29, 2025, convert up to 100% of the amount outstanding under the Term Loan into Katapult common stock at the agreed Conversion Rate. The conversion calculation is based on the 20-day volume-weighted average price of the common stock, with the 20-day VWAP through September 26, 2025 reported at approximately $19.52, and is subject in certain cases to a specified discount.

Positive

• None.

Negative

• Credit covenant default and temporary waiver: Katapult’s credit parties failed to meet the Minimum Trailing Three-Month Originations covenant as of August 31, 2025, with only a short-term waiver of the resulting Existing Default granted through October 13, 2025, while the default continues to apply for lender conversion rights on the Term Loan.

Insights

Credit and capital structure analyst

Katapult obtained a short-term waiver of a covenant default, while lenders gained full conversion flexibility on the term loan.

Katapult reports that its credit parties failed to maintain the required Minimum Trailing Three-Month Originations as of August 31, 2025, triggering an Existing Default under its Loan and Security Agreement. The Second Limited Waiver temporarily continues the waiver of this default only until October 13, 2025, which concentrates attention on near-term covenant and liquidity management. This indicates a stress point tied to origination volumes rather than a routine administrative amendment.

The filing also states that, for Conversion Rights purposes, the Existing Default is deemed to have occurred and to be continuing. Consequently, Class B lenders are entitled, at any time on or after September 29, 2025, to convert up to 100% of the outstanding Term Loan into common stock at the contractual Conversion Rate. The number of shares is determined using the 20-day VWAP, noted as approximately $19.52 through September 26, 2025, and can include a specified discount. This framework introduces potential equity issuance tied directly to lender decisions and future trading prices.

false 0001785424 0001785424 2025-09-29 2025-09-29 0001785424 us-gaap:CommonStockMember 2025-09-29 2025-09-29 0001785424 us-gaap:WarrantMember 2025-09-29 2025-09-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 29, 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 29, 2025, Katapult Holdings, Inc. (the “Company”) entered into the Limited Waiver (the “Second 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”), 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 the calendar month ended August 31, 2025 as required by the Loan Agreement which was originally temporarily waived in the First Limited Waiver. The Second Limited Waiver, among other things, temporarily continues the waiver of the Existing Default (as defined in the Second Limited Waiver) until October 13, 2025. Notwithstanding the waiver of the Existing Default pursuant to the Second 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) 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 September 26, 2025 is approximately $19.52.

This description of the Second 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 Second 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 29, 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 29, 2025	/s/ Orlando Zayas
		Name: Orlando Zayas
		Title: Chief Executive Officer

FAQ

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

Katapult Holdings, Inc. reported that on September 29, 2025 it entered into a Second Limited Waiver to its Amended and Restated Loan and Security Agreement after failing to maintain the required Minimum Trailing Three-Month Originations as of August 31, 2025, and that this waiver extends only until October 13, 2025.

Why was a Second Limited Waiver needed for KPLT’s loan agreement?

The Second Limited Waiver was entered into because Katapult’s credit parties did not maintain the Minimum Trailing Three-Month Originations covenant as of the last business day of the month ended August 31, 2025, creating an Existing Default that had been initially addressed by a First Limited Waiver dated September 15, 2025.

How long does the new waiver for Katapult’s Existing Default last?

The Second Limited Waiver temporarily continues the waiver of the Existing Default until October 13, 2025, after which the parties’ rights and obligations will be governed by the underlying loan documents and any further agreements, if any.

What conversion rights do Katapult’s Class B lenders have under this arrangement?

Because the Existing Default is deemed to have occurred and be continuing for Conversion Rights purposes, the Class B lenders are entitled, at any time on or after September 29, 2025, to convert up to 100% of the amount outstanding under the Term Loan into shares of Katapult common stock at the Conversion Rate specified in the Loan Agreement.

How is the Katapult Term Loan conversion rate into common stock determined?

The number of Katapult common shares issuable upon exercise of the Conversion Rights is based on the average of the daily volume-weighted average prices of the common stock for the 20 consecutive trading days ending on the date of conversion, referred to as the 20-day VWAP, and is in certain cases subject to a specified discount.

What recent 20-day VWAP did Katapult disclose for its common stock?

Katapult disclosed that as of the date of the report, the 20-day VWAP through the last completed trading day of September 26, 2025 was approximately $19.52 per share of common stock.