Katapult Holdings (KPLT) insiders redeem preferred shares and exercise low-priced warrants
Rhea-AI Filing Summary
Katapult Holdings, Inc. reported insider activity by HHCF Series 21 Sub, LLC and affiliated entities. On August 11, 2026, they disposed of 2,840,910 shares of Series A Convertible Preferred Stock and 2,633,890 shares of Series B Convertible Preferred Stock, with the issuer purchasing these shares at a price per share equal to their liquidation preference plus accrued and unpaid regular dividends, paid via a new debt instrument issued by a subsidiary in connection with completed merger transactions. On August 10, 2026, they exercised warrants for 486,264 and 160,000 common shares at $0.01 per share on a cashless basis, with 765 and 252 shares, respectively, withheld to pay the exercise price and the remaining shares issued as common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
8 txns
Insider
HHCF Series 21 Sub, LLC, HHCF Series 21 Sub Holdco, LLC, Hawthorn Horizon Credit Fund LLC, Series 21, Risser Lane
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold
5,475,817 shs
Approx. gross sale proceeds
$6K
Approx. exercise cost
$6K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series A Convertible Preferred Stock F4, F5, F6, F7, F1 | 2,840,910 | -- | -- |
| Sale | Series B Convertible Preferred Stock F8, F9, F6, F7, F1 | 2,633,890 | -- | -- |
| In-the-Money Exercise | Warrants (right to buy) F1 | 486,264 | $0.00 | $0.00 |
| In-the-Money Exercise | Warrants (right to buy) F1 | 160,000 | $0.00 | $0.00 |
| In-the-Money Exercise | Common Stock F1 | 486,264 | $0.01 | $5K |
| In-the-Money Exercise | Common Stock F1 | 160,000 | $0.01 | $2K |
| Sale | Common Stock F2, F1 | 765 | $6.36 | $5K |
| Sale | Common Stock F3, F1 | 252 | $6.36 | $2K |
Holdings After Transaction:
Warrants (right to buy) — 0 shares (Direct);
Series A Convertible Preferred Stock — 0 shares (Direct);
Series B Convertible Preferred Stock — 0 shares (Direct);
Common Stock — 645,247 shares (Direct)
Footnotes (9)
- F1. HHCF Series 21 Sub, LLC, a Delaware limited liability company ("HHCF Sub") is a wholly-owned subsidiary of HHCF Series 21 Sub Holdco, LLC, a Delaware limited liability company ("Holdco"), and Holdco is a wholly-owned subsidiary of Hawthorn Horizon Credit Fund LLC, Series 21. Lane Risser ("Mr. Risser") is the sole manager of Hawthorn. Each of Holdco, Hawthorn and Mr. Risser disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its or his pecuniary interest in such securities, and nothing contained herein shall be deemed an omission that any of Holdco, Hawthorn or Mr. Risser is the beneficial owner of such securities for Section 16 or any other purpose.
- F2. On August 10, 2026, the reporting persons exercised a warrant to purchase 486,264 shares of common stock (the "Common Stock"), of Katapult Holdings, Inc. (the "Issuer') for $0.01 per share. The reporting persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 765 of the warrant shares to pay the exercise price and issuing to the reporting persons the remaining 485,499 shares.
- F3. On August 10, 2026, the reporting persons exercised a warrant to purchase 160,000 shares of Common Stock of the Issuer for $0.01 per share. The reporting persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 252 of the warrant shares to pay the exercise price and issuing to the reporting persons the remaining 159,748 shares.
- F4. Each share of Series A Convertible Preferred Stock (the "Series A Convertible Preferred Stock"), of Katapult Holdings, Inc., a Delaware corporation (the "Issuer"), is convertible into 81.16883 shares of Common Stock of the Issuer, based on an implied initial conversion price of $12.32 per share of Common Stock.
- F5. Until the stockholders of the Issuer approve the conversion of the Series A Convertible Preferred Stock into shares of Common Stock as contemplated by the Nasdaq listing rules, no holder of Series A Convertible Preferred Stock may convert shares of Series A Convertible Preferred Stock through either an optional or a mandatory conversion into shares of Common Stock, if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99% of the aggregate number of votes entitled to be cast generally at a meeting of the Issuer's stockholders held for the election of directors by all outstanding shares of Common Stock as of immediately prior to the closing of the issuance and sale of Series A Convertible Preferred Stock by the Issuer to HHCF Sub.
- F6. The Issuer, Katapult Merger Sub 1, Inc., a wholly-owned indirect subsidiary of the Issuer ("Merger Sub 1"), Katapult Merger Sub 2, LLC, a wholly-owned indirect subsidiary of Katapult ("Merger Sub 2"), CCF Holdings LLC, and Aaron's Intermediate Holdco, INC. ("Aaron's"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). At the closing of the Mergers, which occurred on August 11, 2026, Merger Sub 1 merged with and into Aaron's (the "Aaron's Merger") and Merger Sub 2 merged with and into CCFI (the "CCFI Merger" and together with the Aaron's Merger, collectively the "Mergers").
- F7. Immediately prior to the effective time of the Aaron's Merger, (i) the holders (the "Aaron's MIP Holders") of Class A Unit and Class B Unit membership interests ("Aaron's MIP Units") of Aaron's MIP Holdings, LLC assigned to the Issuer the Aaron's MIP Units and (ii) the Issuer issued to the Aaron's MIP Holders, 943,580 shares of the Issuer's Common Stock (the "Aaron's MIP Exchange"). The Issuer, Aaron's, CCFI and HHCF Sub entered into a side letter, effective as of immediately prior to the Aaron's MIP Exchange, pursuant to which (i) HHCF sold to the Issuer all Series A Convertible Preferred Stock and Series B Preferred Stock held by HHCF at a price per share equal to the liquidation preference of such share, plus any accrued and unpaid regular dividends thereon which purchase price was paid by the issuance of a new debt instrument by a subsidiary of the Issuer.
- F8. Each share of Series B Preferred Stock of the Issuer is convertible into 87.79631 shares of Common Stock, based on an implied initial conversion price of $11.39 per share of Common Stock.
- F9. Until the stockholders of the Issuer approve the conversion of the Series B Convertible Preferred Stock into shares of Common Stock as contemplated by the Nasdaq listing rules, no holder of Preferred Stock may convert shares of Series B Convertible Preferred Stock through either an optional or a mandatory conversion into shares of Common Stock, if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99% of the aggregate number of votes entitled to be cast generally at a meeting of the Issuer's stockholders held for the election of directors by all outstanding shares of Common Stock as of immediately prior to the closing of the issuance and sale of Series B Convertible Preferred Stock by the Issuer to HHCF Sub.
Key Figures
Series A Preferred Shares Disposed: 2,840,910 shares
Series B Preferred Shares Disposed: 2,633,890 shares
Warrant Exercise Price: $0.01 per share
+5 more
8 metrics
Series A Preferred Shares Disposed
2,840,910 shares
Series A Convertible Preferred Stock disposed of on August 11, 2026
Series B Preferred Shares Disposed
2,633,890 shares
Series B Convertible Preferred Stock disposed of on August 11, 2026
Warrant Exercise Price
$0.01 per share
Exercise price for both warrant series exercised on August 10, 2026
Warrant Shares Exercised (First Series)
486,264 shares
Common stock underlying warrants exercised on August 10, 2026
Warrant Shares Exercised (Second Series)
160,000 shares
Common stock underlying warrants exercised on August 10, 2026
Shares Withheld (First Exercise)
765 shares
Common shares withheld to pay exercise price in cashless exercise
Shares Withheld (Second Exercise)
252 shares
Common shares withheld to pay exercise price in cashless exercise
Series A Conversion Ratio
81.16883 common shares per preferred share
Implied initial conversion price of $12.32 per common share
Key Terms
Series A Convertible Preferred Stock, liquidation preference, cashless basis, Merger Agreement, +2 more
6 terms
Series A Convertible Preferred Stock financial
"Each share of Series A Convertible Preferred Stock is convertible into 81.16883"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
liquidation preference financial
"at a price per share equal to the liquidation preference of such share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
cashless basis financial
"paid the exercise price on a cashless basis, resulting in the Issuer's withholding"
An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.
Merger Agreement financial
"entered into an Agreement and Plan of Merger (the "Merger Agreement")"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Aaron's MIP Exchange financial
"943,580 shares of the Issuer's Common Stock (the "Aaron's MIP Exchange")"
Beneficial ownership financial
"may convert shares ... if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What preferred stock transactions did KPLT insiders report in this Form 4?
The reporting entities disposed of 2,840,910 Series A and 2,633,890 Series B Convertible Preferred shares. Katapult purchased these at each share’s liquidation preference plus accrued dividends, paying with a new debt instrument issued by a subsidiary as part of merger arrangements.
How many Katapult (KPLT) warrants were exercised and at what price?
The insiders exercised warrants for 486,264 and 160,000 Katapult common shares. Both warrant series carried an exercise price of $0.01 per share, and the exercises were handled on a cashless basis with a portion of shares withheld to cover the exercise price.
What common stock did KPLT insiders receive from the warrant exercises?
From one warrant, insiders received 485,499 Katapult common shares after 765 shares were withheld to pay the exercise price. From the other, they received 159,748 shares after 252 shares were similarly withheld, all as part of cashless exercises at $0.01 per share.
Who are the reporting persons in this Katapult (KPLT) Form 4 filing?
The reporting persons are HHCF Series 21 Sub, LLC, HHCF Series 21 Sub Holdco, LLC, Hawthorn Horizon Credit Fund LLC, Series 21, and Risser Lane. Certain entities and Mr. Risser disclaim Section 16 beneficial ownership except to the extent of their pecuniary interest in the securities.
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