Katapult Holdings, Inc. 8-K Filings

Katapult Holdings, Inc. (KPLT) reported that its Audit Committee dismissed Grant Thornton LLP as independent registered public accounting firm on September 2, 2026 and, effective the same day, appointed Elliott Davis, PLLC as the new auditor. Grant Thornton’s audit reports for the fiscal years ended December 31, 2025 and 2024 were unqualified but included an explanatory paragraph expressing substantial doubt about Katapult’s ability to continue as a going concern. The company states there were no disagreements with Grant Thornton on accounting, disclosure, or audit scope, and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting, which Katapult concluded were remediated as of December 31, 2024. Elliott Davis previously audited CCF Holdings LLC and Aaron’s Intermediate Holdco, Inc., entities that became wholly owned subsidiaries of Katapult following a business combination completed on August 11, 2026.

Katapult Holdings, Inc. (KPLT) reported that its wholly owned subsidiary, CCF OpCo LLC, entered into a Sixth Amendment to its Second Amended and Restated Revolving Credit Agreement with The Huntington National Bank and other lenders. The amendment extends the scheduled Draw Period Termination Date from August 30, 2026 to September 30, 2026, allowing an additional month to draw on the facility.

After the Draw Period Termination Date, a twelve-month amortization period will begin as described in the credit agreement, and, absent an Event of Default, the maturity date will occur at the end of that period. The extension remains subject to earlier termination upon an unwaived Cease Funding Event and to any further extension requested by the borrower and approved by the lenders.

Katapult Holdings completed an all-stock business combination with The Aaron’s Company and CCF Holdings LLC, creating a combined platform that generated more than $4 billion in 2025 pro forma revenue and over $460 million in 2025 pro forma adjusted EBITDA. The transaction significantly changed ownership: immediately after closing, about 79.8% of fully diluted Katapult common stock was held by former CCFI equityholders, 14.1% by former Aaron’s equityholders and 6.1% by legacy Katapult stockholders, with roughly 87.4 million fully diluted shares outstanding.

To support the new structure and a preferred stock repurchase, subsidiaries entered into high-cost senior secured debt facilities, including a TopCo term loan of up to $200.0 million (15.0% cash interest plus 5.0% PIK, maturing as early as August 11, 2029) and a MidCo term loan of approximately $75.0 million at 15.0% interest, maturing November 3, 2030. A related ABL facility amendment reset legacy loan balances and reduced the minimum liquidity covenant to $17.5 million.

The company also issued 76,765,355 unregistered shares under Section 4(a)(2) and entered into a registration rights agreement for those holders. Governance and leadership were overhauled, expanding the board to ten directors and appointing a new executive team led by Executive Chairman Kyle Hanson and Chief Executive Officer Cory Miller, alongside new equity incentives and an executive severance plan tied to change-in-control protections.

Katapult Holdings, Inc. reports that stockholders at an August 6, 2026 special meeting approved the issuance of Katapult common stock to CCFI unitholders, Aaron’s stockholders and other participants, and the related change of control contemplated by the Merger Agreement among Katapult, CCF Holdings LLC and Aaron’s Intermediate Holdco, Inc.

As of the July 6, 2026 record date, 5,074,343 shares of common stock were outstanding, and 3,273,271 shares, or about 64.5%, were present or represented by proxy, constituting a quorum. The stock issuance proposal received 3,159,047 votes for, 35,261 against and 78,963 abstentions.

Stockholders also approved a 2026 equity incentive plan authorizing at least 9,000,000 shares and, on a non-binding advisory basis, merger-related compensation for named executive officers. Completion of the mergers remains subject to closing conditions, including required regulatory clearances, Nasdaq listing approval for the new shares and other conditions in the Merger Agreement.

Katapult Holdings reported Q2 2026 results showing modest growth and improving profitability. Gross originations were $75.5 million, up 4.7% year over year, or 31.0% excluding home furnishings and mattress. Total revenue was $74.8 million, up 4.0%.

Loss from operations was $(1.9) million versus $(1.4) million a year earlier, but net loss narrowed to $(4.4) million from $(7.8) million, a 44.0% improvement, mainly from $2.2 million lower interest expense after extinguishing its term loan in November 2025. Adjusted net loss improved to $(3.0) million, while Adjusted EBITDA rose to $1.2 million from $0.3 million. Write-offs were 9.7% of revenue, within the 8% to 10% long-term target range.

For the first half of 2026, cash provided by operations was $6.1 million compared with $(3.2) million used a year earlier. At June 30, 2026 Katapult held $24.1 million in cash and equivalents, including $6.0 million restricted, against $74.1 million outstanding on its revolving credit facility and a stockholders’ deficit of $36.0 million. Katapult expects its pending all-stock mergers with The Aaron’s Company and CCF Holdings LLC to close in August 2026, subject to stockholder approval and other customary conditions, and is not providing a business outlook or hosting an earnings call while the transaction is pending.

Katapult Holdings, Inc. disclosed amendments to its merger and stockholder agreements related to the planned all-stock combination with Aaron’s and CCF Holdings LLC. The Katapult board will expand from nine to ten directors, with Philip Bartow III joining the same class as Lynn DeVault, Gene Schutt and Orlando Zayas.

For three years following the merger closing, any future increase in board size above ten directors will require approval from at least eighty percent of current board members, including at least one of Lynn DeVault or Will Jones (or their designated substitutes). The filing also reiterates extensive forward-looking statement cautions and directs investors to upcoming registration/proxy materials for more details on the transaction.

Katapult Holdings reported that it has reached an agreement to settle a patent lawsuit brought by Flexshopper in the Eastern District of Texas. The complaint had alleged infringement of five U.S. patents and sought an injunction and damages. Under the settlement, Katapult and its affiliates, including Aaron’s Intermediate HoldCo and CCF Holdings, receive a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to the asserted patents, along with a full release and covenant not to sue from Flexshopper and ReadySett. In return, Katapult agreed to pay a lump sum to Flexshopper and granted a reciprocal release. The lawsuit’s claims were dismissed with prejudice on June 8, 2026.

Katapult Holdings, Inc. entered into a Third Amendment and Limited Waiver to its Amended and Restated Loan and Security Agreement on June 2, 2026. The amendment is with Midtown Madison Management LLC and other lenders and affects the company’s main financing facility.

The amendment removes the Minimum Trailing Net Three-Month Originations requirement, which was a performance covenant tied to loan originations, and reduces the advance rate used to determine how much Katapult can borrow against eligible assets. The full terms are contained in the filed Third Amendment, which is incorporated by reference as an exhibit.

Katapult Holdings, Inc. reported stronger first quarter 2026 results with total revenue of $79.0 million, up 9.8% year-over-year. Net income was $5.7 million, compared with a net loss of $(5.7) million a year earlier, while Adjusted EBITDA rose to $6.4 million from $2.2 million.

Gross originations were $64.2 million, essentially flat, but grew 17.5% when excluding the home furnishings and mattress category. Katapult highlighted increased use of its app marketplace and Katapult Pay, with KPay gross originations up 18.6% and accounting for 42.0% of total gross originations.

The company also updated investors on its pending all-stock merger with The Aaron’s Company and CCF Holdings LLC, expected to close in the third quarter of 2026, creating a combined business with more than $4 billion in pro forma revenue and approximately $450 million in pro forma Adjusted EBITDA for the last twelve months as of Q3 2025. Upon closing, current Katapult stockholders are expected to own 6% of the combined company on a fully diluted basis.

Katapult Holdings, Inc. reported the results of its annual stockholder meeting held on April 30, 2026. Stockholders elected Class II director Derek Medlin to serve until the 2029 annual meeting. A quorum was present, with 3,544,589 shares represented, or about 80.51% of the 4,402,543 shares entitled to vote as of March 16, 2026.

Stockholders ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

Katapult Holdings, Inc. entered into a Tenth Limited Waiver to its Amended and Restated Loan and Security Agreement on April 15, 2026. The waiver responds to the credit parties’ failure to maintain the required Minimum Trailing Three-Month Net Originations as of March 31, 2026 and to collateral lease charge-offs exceeding agreed thresholds.

The Tenth Limited Waiver permanently waives the defined Existing Default and any reduction to the Advance Rate that would have resulted from the specified Existing Advance Rate Trigger Events. The full terms are set out in the Limited Waiver filed as Exhibit 10.1.

Katapult Holdings reported stronger fourth quarter and full-year 2025 results and highlighted its pending merger with Aaron’s and CCF Holdings. Fourth quarter gross originations were $77.9 million, up 3.7%, and revenue was $73.9 million, up 17.3%. Net income for the quarter was $19.8 million, compared with a net loss of $9.6 million a year earlier, helped by gains on derivative liabilities and term loan extinguishment.

For 2025, gross originations reached $278.5 million, up 17.3%, and revenue was $291.8 million, up 18.0%. Net income was $1.4 million versus a $25.9 million loss in 2024, while adjusted EBITDA improved to $12.4 million from $4.8 million. Fixed cash operating expenses fell 11.8%, and cash used in operations improved to $11.9 million from $32.6 million.

The company described macro headwinds for nonprime consumers, including high inflation and a challenging labor market, which tempered holiday growth. It expects its pending all-stock mergers with The Aaron’s Company and CCF Holdings, targeted to close in the second quarter of 2026, to create a scaled omnichannel platform. Katapult stockholders are expected to own 6% of the combined company, which is projected to have more than $4 billion in pro forma revenue and approximately $450 million in pro forma adjusted EBITDA for the last twelve months as of the third quarter of 2025.

Katapult Holdings, Inc. entered into an Eighth Limited Waiver to its Amended and Restated Loan and Security Agreement on February 13, 2026. The waiver was negotiated after the company and its related credit parties failed to maintain the required Minimum Trailing Three-Month Net Originations as of January 31, 2026.

The Eighth Limited Waiver permanently waives this existing default under the loan agreement, which is led by Midtown Madison Management LLC and other lenders. The waiver helps keep the credit facility in place despite the covenant breach, but also highlights pressure on Katapult’s recent origination volumes.

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.

Katapult Holdings outlined executive changes and incentives tied to its previously announced all-stock merger with Aaron’s and CCF Holdings. The board approved a $400,000 retention award for President and Chief Growth Officer Derek Medlin, payable in three installments of $80,000 on January 9, 2026, $160,000 at merger closing, and $160,000 six months after closing, conditional on his continued employment and not being terminated for cause or resigning before each payment date.

Chief Accounting Officer Kaitlin Folan will resign effective January 19, 2026, with the company stating her decision did not stem from any disagreement over operations, policies, or practices. Art Goss, currently Vice President, Internal Audit and a prior interim Chief Accounting Officer in 2024, will again serve as interim Chief Accounting Officer from January 19, 2026 and receive a $5,000 monthly stipend for six months. The company also reiterates forward-looking risk factors and that it will file a registration/proxy statement and call a special stockholder meeting to seek approval of the merger.

Katapult Holdings, Inc. agreed to an all‑stock business combination with Aaron’s Intermediate Holdco, Inc. and CCF Holdings LLC that will be effected through multiple mergers and equity exchanges. Aaron’s and CCFI management incentive holders are expected to receive 943,580 and 11,011,927 shares of Katapult common stock, respectively, in exchange for their units.

At the Aaron’s merger effective time, Aaron’s equity interests will be converted into the right to receive an aggregate 11,369,237 shares of Katapult common stock, while CCFI equity interests will be converted into the right to receive an aggregate 58,516,558 shares, with 244,146 shares subject to CCFI warrants. After the mergers, existing Katapult stockholders, CCFI unitholders and Aaron’s stockholders are expected to hold approximately 6.0%, 79.9% and 14.1% of the combined company on a fully diluted basis.

The agreement includes customary conditions, a termination fee of $1,514,174 payable by Katapult in certain cases, lock‑up and support agreements, a revamped nine‑member board, a new 2026 equity plan with at least 9,000,000 authorized shares, registration rights, and a loan amendment that permanently waives a covenant default tied to November 30, 2025 originations.

Katapult Holdings, Inc. reported changes to its Board of Directors. On November 25, 2025, Jeffrey Rubin resigned from the Board, with the company stating his decision was not due to any disagreement regarding its operations, policies, or practices. Rubin had been designated by Hawthorn Horizon Credit Fund affiliate HHCF Series 21 Sub, LLC under a Director Nomination Agreement.

Effective November 26, 2025, the Board appointed Gregory L. Zink as a Class I director to fill the vacancy, with a term running until the 2027 annual meeting of stockholders. Zink was also appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees and is considered independent under Nasdaq rules. Under the non-employee director compensation program, he will receive a $50,000 annual Board retainer, additional retainers of $10,000, $7,500, and $5,000 for service on the three committees, and RSUs with a grant date fair value of $150,000, prorated and vesting at the next annual meeting, subject to continued service.

Katapult Holdings, Inc. (KPLT) furnished a press release announcing financial results for the three and nine months ended September 30, 2025. The information, including Exhibit 99.1, is being furnished and is not deemed filed under the Exchange Act.

The company also disclosed that issuance of equity securities upon conversion of preferred stock, referenced in the press release, will be submitted to stockholders for approval. Katapult will file a proxy statement for the proposed transaction and direct stockholders to SEC filings and the company’s investor relations for materials when available.

Katapult Holdings (KPLT) completed a private financing, issuing 35,000 shares of Series A Convertible Preferred at $1,000 per share and 30,000 shares of Series B Convertible Preferred at $1,000 per share for aggregate gross proceeds of $65.0 million on November 3, 2025. Under Nasdaq rules, conversion to common stock is limited by a 19.99% Ownership Limitation until the Company obtains the Requisite Stockholder Approval, which it plans to seek no later than February 27, 2026.

The Company intends to use Series A proceeds to repay term loans under its Loan Agreement and Series B proceeds to partially repay the revolving loan and for general corporate purposes. The preferred carries dividends of 18% per annum until the later of stockholder approval or the 2026 annual meeting, then 12% thereafter, with a 1% step-up if approval is not obtained by the specified deadline. Initial conversion terms imply $12.32 per share for Series A (81.16883 shares per preferred) and $11.39 per share for Series B (87.79631 shares per preferred).

Katapult also secured a limited waiver and first amendment to its Loan Agreement, permanently waiving specified originations covenants for Aug–Oct 2025. Registration rights require filing a resale registration within 45 days. Board changes include four appointments tied to the investment and related nomination rights.

Katapult Holdings (KPLT) disclosed a Sixth Limited Waiver to its Amended and Restated Loan and Security Agreement after failing to meet the Minimum Trailing Three-Month Originations as of August 31, 2025 and September 30, 2025. The waiver temporarily addresses the “Existing Default” through October 31, 2025.

Despite the temporary waiver, the default is deemed continuing for Conversion Rights. As a result, Class B Lenders may convert up to 100% of the outstanding Term Loan into Katapult common stock at the Loan Agreement’s Conversion Rate, which is based on the average daily volume-weighted average price over the most recent 20 trading days and, in certain cases, subject to a specified discount. As of October 28, 2025, the 20‑day VWAP referenced was approximately $12.85.

This action preserves lender conversion optionality while the company addresses the covenant breach within the stated waiver window.

Katapult Holdings, Inc. (KPLT) entered into a Fifth Limited Waiver of its loan agreement. The waiver, signed on October 27, 2025, responds to the company’s failure to maintain Minimum Trailing Three-Month Originations as of August 31 and September 30, 2025, and temporarily waives the resulting default until October 29, 2025.

Despite the waiver, the default is deemed continuing for conversion purposes. Class B Lenders may convert up to 100% of the outstanding term loan into Katapult common stock at the agreement’s Conversion Rate, calculated using the 20-day VWAP ending on the conversion date, in certain cases subject to a discount. As referenced, the 20-day VWAP through October 24, 2025 was approximately $13.04. The agreement parties include Midtown Madison Management LLC as agent and lender.

Katapult Holdings (KPLT) entered a Fourth Limited Waiver to its loan agreement after not meeting the Minimum Trailing Three‑Month Originations covenant for the months ended August 31, 2025 and September 30, 2025. The waiver temporarily covers the resulting default until October 27, 2025.

Despite the waiver, the default is deemed to have occurred and continue for purposes of lender Conversion Rights. Class B Lenders and their assignees may convert up to 100% of the amount outstanding under the Term Loan into Katapult common stock at the contractually defined Conversion Rate, calculated off the 20‑day VWAP ending on the conversion date, in some cases at a specified discount. As of the last completed trading day on October 17, 2025, the 20‑day VWAP referenced was approximately $14.49.

Katapult Holdings, Inc. disclosed a Third Limited Waiver to its Amended and Restated Loan and Security Agreement after failing to maintain Minimum Trailing Three-Month Originations for the months ended August 31, 2025 and September 30, 2025. The waiver, executed on October 13, 2025, temporarily applies through October 20, 2025.

Despite the waiver, the default is deemed to have occurred and continue for Conversion Rights. As a result, the Class B Lenders may convert up to 100% of the amount outstanding under the Term Loan into Katapult common stock at the contractually defined Conversion Rate, calculated from the 20‑day VWAP ending on the conversion date, in certain cases subject to a discount. Katapult noted the 20‑day VWAP through October 10, 2025 was approximately $16.54.

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.

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.