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Katapult Holdings, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on April 30, 2026. Investors will elect Class II director nominee Derek Medlin to serve until the 2029 meeting, ratify Grant Thornton LLP as auditor for 2026, and approve a non-binding say‑on‑pay resolution.
The proxy also highlights a previously announced merger agreement under which Aaron’s and CCFI will become wholly owned subsidiaries, with existing Katapult stockholders, CCFI unitholders and Aaron’s stockholders expected to own approximately 6.0%, 79.9% and 14.1% of the combined company on a fully diluted basis. The post‑merger board is expected to expand to nine members with a new classified structure.
Katapult emphasizes governance practices such as a majority‑independent board, fully independent key committees, strict insider trading and anti‑hedging policies, equity ownership guidelines for directors and executives, and a clawback policy tied to accounting restatements. Holders of 4,402,543 voting shares of common stock as of March 16, 2026 are entitled to one vote per share at the meeting.
Katapult Holdings, Inc. files its 2025 annual report outlining a technology-driven lease-to-own platform serving U.S. nonprime consumers through e-commerce and app-based channels. The company estimates a $50–$60 billion addressable virtual LTO market and currently captures less than 1% share based on 2025 gross originations.
Katapult has signed a definitive agreement to merge with CCF Holdings LLC and Aaron’s Intermediate Holdco, Inc., which, if completed, would make both businesses wholly owned subsidiaries and materially expand scale and omnichannel reach. The Mergers are subject to customary stockholder and regulatory approvals and are expected to close in the second quarter of 2026, though completion is not assured.
The report details significant financing arrangements, including a $78.7 million revolving credit facility outstanding as of December 31, 2025, with strict covenants and prior covenant waivers, and high-cost Series A and Series B Convertible Preferred Stock accruing dividends at least 18% annually until specified approvals. Katapult highlights concentration risk with Wayfair as its largest merchant partner, regulatory exposure across 46 states, and extensive risk factors tied to the pending Mergers, preferred stock, leverage, technology, regulation and data privacy.
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. 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.
Katapult Holdings, Inc. Chief Financial Officer Nancy A. Walsh reported a tax-related share disposition. On February 15, 2026, 2,492 shares of common stock were withheld at $6.51 per share to cover tax liabilities, leaving her with 36,528 shares of common stock held directly.
The tax withholding relates to previously granted equity awards. These include RSUs granted on January 31, 2023 (18,367 RSUs after a 1-for-25 reverse stock split), PSUs granted on June 16, 2023 (20,455 PSUs after the split), and 23,000 RSUs granted on May 6, 2024. These awards vest over time based on continued employment and, for PSUs, achievement of performance goals.
Katapult Holdings CEO Orlando Zayas reported a tax-related share disposition. On February 15, he had 3,096 shares of Katapult common stock withheld at $6.51 per share to cover taxes tied to vested restricted stock units from prior equity awards.
These shares were withheld in connection with the 2022, 2023 and 2024 RSU awards rather than sold in the open market. After this withholding, Zayas directly owns 131,552 shares of Katapult common stock.
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.
Blue Owl Capital Holdings LP reported beneficial ownership of 667,685 shares of Katapult Holdings, Inc. common stock (ticker KPLTW), representing 12.76% of the class on a partially-diluted basis. The holdings comprise 5,421 shares of common stock and 662,264 shares issuable upon exercise of warrants, calculated using 4,569,546 shares outstanding as of August 8, 2025 per the issuer's 10-Q. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Katapult Holdings, Inc. reported revenue growth driven by higher gross originations and expansion of its Katapult Pay channel while remaining loss-making and facing liquidity pressure. Total revenue for the three months ended June 30, 2025 was $71.9 million (up 22.1% year-over-year) and $143.8 million for the six months (up 16.1%). Gross originations rose to $72.1 million for the quarter (up 30.4%). Despite top-line growth, the company recorded a quarterly net loss of $7.8 million and a six-month net loss of $13.5 million, widening year-over-year, and reported a stockholders' deficit of $54.1 million.
The company completed a refinancing that established an initial $110 million revolving facility and a $33 million term loan with 18% PIK interest, recorded a $3.6 million derivative liability and issued lender warrants valued at $3.9 million. Cash and restricted cash totaled $9.0 million, while current liabilities exceeded current assets, and the filing discloses substantial doubt about going concern for one year due to covenant risks.
Katapult Holdings, Inc. furnished a press release reporting its financial results for the three and six months ended June 30, 2025. The Current Report makes clear that the press release is being furnished to the SEC as an exhibit and is not being treated as a filed document for the purposes of the Exchange Act.
The filing identifies the company as a Delaware corporation and lists common stock and redeemable warrants traded on The Nasdaq Stock Market under the symbols KPLT and KPLTW. The press release is provided as Exhibit 99.1 and the cover page interactive data file is provided as Exhibit 104. The report is signed on behalf of the registrant by Orlando Zayas, Chief Executive Officer.