Katapult (KPLT) COO Medlin has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Katapult Holdings, Inc. Chief Operating Officer Derek Medlin reported a tax-related share disposition under an equity award program. On February 15, 2026, 1,890 shares of common stock were withheld at a price of $6.51 per share to cover taxes tied to previously granted restricted stock units (RSUs). These RSUs relate to awards granted in 2022, 2023 and 2024, which vest over time so long as Medlin remains employed by the company on each vesting date. After this withholding event, Medlin directly owned 53,921 shares of Katapult common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Medlin Derek

(Last) (First) (Middle)

5360 LEGACY DRIVE

BUILDING 2

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Katapult Holdings, Inc. [ KPLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		F		1,890(1)(2)(3)(4)	D	$6.51	53,921	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 15, 2022, the reporting person was granted 592,946 RSUs (which, following the Issuer's July 27, 2023 1-for-25 reverse stock split, resulted in 23,718 RSUs), 25% of which vested on March 15, 2023, with the remainder scheduled to vest thereafter in 12 quarterly installments on each of May 15, August 15, November 15 and February 15 subject to the reporting person's continued employment with the Issuer on each applicable vesting date (the "2022 Award").

2. On June 16, 2023, the reporting person was granted 385,000 RSUs (which, following the Issuer's July 27, 2023 1-for-25 reverse stock split, resulted in 15,400 RSUs), one-third of which vested on March 15, 2024, and the remainder scheduled to vest thereafter in eight quarterly installments on each of May 15, August 15, November 15 and February 15 subject to the reporting person's continued employment with the Issuer on each applicable vesting date (the "2023 Award").

3. On May 6, 2024, the reporting person was granted 20,000 RSUs, one-third of which vested on March 15, 2025, and the remainder scheduled to vest thereafter in eight quarterly installments on each of May 15, August 15, November 15 and February 15 subject to the reporting person's continued employment with the Issuer on each applicable vesting date (the "2024 Award").

4. The shares reported in Column 4 are shares withheld for the payment of taxes associated with the 2022 Award, 2023 Award and 2024 Award.

	/s/ Ryan Wigdor as Attorney-in-Fact for Derek Medlin	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Katapult (KPLT) report for Derek Medlin?

Katapult reported that COO Derek Medlin had 1,890 shares of common stock withheld on February 15, 2026 to cover tax obligations from vested RSUs. This is coded as a tax-withholding disposition, not an open-market sale, and leaves him with 53,921 directly held shares.

Was the Katapult (KPLT) insider transaction a sale on the open market?

No, the transaction was not an open-market sale. The 1,890 shares were withheld by the company to satisfy tax liabilities associated with vesting RSUs granted in 2022, 2023 and 2024, as described in the footnotes to the Form 4 filing.

How many Katapult (KPLT) shares does Derek Medlin hold after this Form 4?

After the February 15, 2026 tax-withholding disposition, Derek Medlin directly holds 53,921 shares of Katapult common stock. This figure appears in the Form 4 as the total number of shares beneficially owned following the reported transaction.

What RSU awards are linked to Derek Medlin’s Katapult (KPLT) tax withholding?

The withheld shares relate to three RSU awards granted in 2022, 2023 and 2024. Each award vests in tranches on specified March, May, August, November and February dates, contingent on Medlin’s continued employment, and the reported shares cover taxes from those vesting events.

What does transaction code F mean in the Katapult (KPLT) Form 4?

Transaction code F denotes a tax-withholding disposition. In this case, 1,890 shares of Katapult common stock were delivered back to the issuer at $6.51 per share to pay taxes owed upon vesting of Derek Medlin’s restricted stock units.