What agreement related to Katapult Holdings (KPLT) terminated in this update?

The filing states that the Director Nomination Agreement with HHCF terminated, effective immediately prior to the Aaron's MIP Exchange, adjusting prior arrangements regarding board nomination rights.

On what share count is the 12.98% ownership of Katapult (KPLT) based?

The 12.98% figure is based on 4,972,405 shares of Katapult common stock outstanding, as reported in Katapult’s Form 10-Q for the quarter ended June 30, 2026.

Katapult Holdings ownership shifts after warrant exercise

Q: What ownership stake in Katapult Holdings (KPLT) is reported in this Schedule 13D/A?

The reporting group discloses beneficial ownership of 645,247 shares of Katapult common stock, representing 12.98% of the outstanding class, based on 4,972,405 shares outstanding as of June 30, 2026.

Q: Who are the reporting persons in Katapult Holdings (KPLT) Schedule 13D/A Amendment No. 2?

The reporting persons are HHCF Series 21 Sub, LLC, HHCF Series 21 Sub Holdco, LLC, Hawthorn Horizon Credit Fund, LLC, and Lane Risser, each reporting beneficial ownership of the same 645,247 Katapult common shares.

Q: How did the reporting group acquire 645,247 Katapult (KPLT) common shares?

On August 10, 2026, HHCF exercised its warrants on a cashless basis in full, receiving an aggregate of 645,247 shares of Katapult common stock in exchange for the warrants.

Q: What happened to HHCF’s preferred stock in Katapult Holdings (KPLT)?

On August 11, 2026, HHCF sold all 65,000 preferred shares to Katapult. These were automatically repurchased at their Liquidation Preference plus certain accrued Regular Dividends, paid via a new debt instrument from a Katapult subsidiary.

Katapult Holdings, Inc. received an updated beneficial ownership report from HHCF Series 21 Sub, LLC, related HHCF entities, and Lane Risser.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Katapult Holdings, Inc. received an updated beneficial ownership report from HHCF Series 21 Sub, LLC, related HHCF entities, and Lane Risser. The group reports beneficial ownership of 645,247 shares of Katapult common stock, representing 12.98% of the class, based on 4,972,405 shares outstanding as of June 30, 2026.

The filing explains that on August 10, 2026, HHCF exercised its warrants on a cashless basis in full, receiving 645,247 common shares. On August 11, 2026, immediately prior to an Aaron's MIP Exchange, HHCF sold all 65,000 preferred shares it held back to Katapult, which were automatically repurchased at their defined Liquidation Preference plus certain accrued Regular Dividends, with consideration paid via a new debt instrument issued by a Katapult subsidiary. The Director Nomination Agreement with HHCF terminated immediately prior to the Aaron's MIP Exchange.

Key Figures

Beneficial ownership shares: 645,247 shares Ownership percentage: 12.98% Shares outstanding: 4,972,405 shares +3 more

6 metrics

Beneficial ownership shares 645,247 shares Common stock beneficially owned by each reporting person

Ownership percentage 12.98% Percent of common stock class represented by 645,247 shares

Shares outstanding 4,972,405 shares Katapult common stock outstanding as of June 30, 2026 per Form 10-Q

Preferred shares repurchased 65,000 shares Outstanding Preferred Shares sold by HHCF and automatically repurchased by Katapult

Event date - warrant exercise August 10, 2026 Date HHCF exercised the warrants on a cashless basis in full

Event date - preferred repurchase August 11, 2026 Effective date of preferred stock sale and automatic repurchase before Aaron's MIP Exchange

Key Terms

cashless basis, Liquidation Preference, Regular Dividends, Director Nomination Agreement, +1 more

5 terms

cashless basis financial

"on August 10, 2026, HHCF exercised the Warrants on a cashless basis in full"

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.

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.

Regular Dividends financial

"plus any accrued and unpaid "Regular Dividends" thereon, to, but excluding, the "Business Day""

Director Nomination Agreement regulatory

"the Director Nomination Agreement terminated, effective as of immediately prior"

Side Letter regulatory

"Pursuant to the Side Letter, (i) on August 11, 2026, effective as of immediately"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in Katapult Holdings (KPLT) is reported in this Schedule 13D/A?

The reporting group discloses beneficial ownership of 645,247 shares of Katapult common stock, representing 12.98% of the outstanding class, based on 4,972,405 shares outstanding as of June 30, 2026.

Who are the reporting persons in Katapult Holdings (KPLT) Schedule 13D/A Amendment No. 2?

The reporting persons are HHCF Series 21 Sub, LLC, HHCF Series 21 Sub Holdco, LLC, Hawthorn Horizon Credit Fund, LLC, and Lane Risser, each reporting beneficial ownership of the same 645,247 Katapult common shares.

How did the reporting group acquire 645,247 Katapult (KPLT) common shares?

On August 10, 2026, HHCF exercised its warrants on a cashless basis in full, receiving an aggregate of 645,247 shares of Katapult common stock in exchange for the warrants.

What happened to HHCF’s preferred stock in Katapult Holdings (KPLT)?

On August 11, 2026, HHCF sold all 65,000 preferred shares to Katapult. These were automatically repurchased at their Liquidation Preference plus certain accrued Regular Dividends, paid via a new debt instrument from a Katapult subsidiary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 05:05 PM EDT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Katapult Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

485859201

(CUSIP Number)

Lane Risser
88 West Mound Street,
Columbus, OH, 43215
614-634-9100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Katapult Holdings, Inc.

(c)

Address of Issuer's Principal Executive Offices:

5360 Legacy Drive, Building 2, Plano, TEXAS , 75024.

Item 1 Comment:

By this Amendment No. 2, HHCF Series 21 Sub, LLC ("HHCF Sub") and the other Reporting Persons amend and supplement the responses to Item 4 of the Statement on Schedule 13D (the "Original Schedule 13D", as amended and supplemented through the date of this Amendment No. 2, the "Schedule 13D"), filed with respect to the shares of common stock, par value $0.0001 per share, of Katapult Holdings, Inc (the "Issuer"). Capitalized terms not otherwise defined have the meanings set forth in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the Side Letter, (i) on August 11, 2026, effective as of immediately prior to the Aaron's MIP Exchange, HHCF sold to the Issuer all 65,000 shares of the Issuer's Preferred Stock held by HHCF pursuant to the Investment Agreements (collectively, the "Outstanding Preferred Shares"), and all such shares of the Issuer's Preferred Stock were deemed automatically repurchased by the Issuer, effective immediately prior to the Aaron's MIP Exchange and without the further action of the Issuer, HHCF or any other person, at a price per share of the Issuer's Preferred Stock equal to the "Liquidation Preference" (as defined in the Preferred Stock Certificates of Designations) of such share of the Issuer at the "Close of Business" on the "Business Day" (as each such term is defined in the Preferred Stock Certificates of Designations) immediately preceding the Aaron's MIP Exchange, plus any accrued and unpaid "Regular Dividends" (as defined in the Preferred Stock Certificates of Designations) thereon, to, but excluding, the "Business Day" (as defined in the Preferred Stock Certificates of Designations) immediately preceding the Aaron's MIP Exchange (but only to the extent such accumulated and unpaid Regular Dividends are not included in such Liquidation Preference) (such aggregate purchase price for the Outstanding Preferred Shares, the "Aggregate Conversion Amount"), which purchase price was paid by the issuance of a new debt instrument with an initial principal amount equal to the Aggregate Conversion Amount by a subsidiary of the Issuer; (ii) on August 10, 2026, HHCF exercised the Warrants on a cashless basis in full for an aggregate of 645,247 shares of the Issuer's Common Stock; and (iii) the Director Nomination Agreement terminated, effective as of immediately prior to the Aaron's MIP Exchange.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HHCF Series 21 Sub, LLC

Signature:	/s/ Lane Risser
Name/Title:	Lane Risser, Manager
Date:	08/12/2026

HHCF Series 21 Sub Holdco, LLC

Signature:	/s/ Lane Risser
Name/Title:	Lane Risser, Manager
Date:	08/12/2026

Hawthorn Horizon Credit Fund, LLC

Signature:	/s/ Lane Risser
Name/Title:	Lane Risser, Manager
Date:	08/12/2026

Lane Risser

Signature:	/s/ Lane Risser
Name/Title:	Lane Risser
Date:	08/12/2026

Source: View Original Filing on SEC EDGAR