Katapult Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Katapult Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2025 Annual Meeting of Stockholders

Wednesday, June 4, 2025

10:00 a.m. Eastern Time

By virtual webcast at

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Katapult Holdings, Inc. (“Katapult,” the “Company,” “us” or “we”), which, will be held in a virtual format and solely online to provide a consistent experience to all stockholders regardless of location. There will be no physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. The Annual Meeting will be held on Wedne sday, June 4, 2025 at 10:00 a.m. Eastern Time, for the following purposes:

1. To elect our Class I director nominee identified in the accompanying proxy statement to the Board of Directors (the "Board") to serve until the Company's 2028 Annual Meeting of Stockholders.

2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. To approve a non-binding advisory resolution approving the compensation of the named executive officers;

4. To approve a non-binding advisory resolution approving the frequency of advisory votes on executive compensation; and

5. To transact such other business as may properly come before the Annual Meeting of Stockholders, or any adjournments or postponements thereof.

The Board has fixed the close of business on April 10, 2025 as the record date for determining those stockholders entitled to receive notice of, to attend and to vote at the Annual Meeting.

The Company furnishes its proxy materials via the internet, providing our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the printing and distribution costs. If you received a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

It is important that your shares be represented at the Annual Meeting. Please note that the Annual Meeting will be held via the internet only. The Company’s accompanying proxy materials include instructions on how to participate in the meeting and the means by which you may vote your shares and submit questions. EVEN IF YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY BY INTERNET, PHONE OR MAIL AS SOON AS POSSIBLE. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the attached proxy statement. Unless you have previously requested printed materials or you request a paper copy of our proxy materials in the manner specified in the Notice of Internet Availability, you will not receive a paper proxy card.

Please read the proxy materials carefully. Your vote is important and the Company appreciates your consideration and action on the matters presented.

The Notice of Annual Meeting, Proxy Statement and our

Annual Report to Stockholders on Form 10-K are available electronically at

https://ir.katapultholdings.com/financial-information/annual-reports-and-proxy

A MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

DEAR FELLOW STOCKHOLDERS:

We had a great 2024.

We exited the year with strong gross originations and revenue growth in the fourth quarter, improved profitability measures, and perhaps most importantly, we demonstrated the strategic and financial value of the Katapult App Marketplace to both consumers and merchants alike.

We believe we have created a differentiated lease-to-own (“LTO”) offering that positions Katapult for future success. So, let me recap some of the progress we made over the past few years that led us to our positive 2024 results.

Up until 2023, our business model relied on merchants to refer consumer traffic to us, through either a direct or waterfall integration. These integrations allowed consumers to link to and shop with hundreds of direct and waterfall merchants where they could either directly choose the Katapult LTO at checkout or we would be presented as a payment option in a waterfall financing flow.

While this was athriving business, we had amuch bigger goal in mind. We wanted to create an ecosystem that allowed Katapult to refer consumers to merchant-partners, enabling commerce whenever and however the consumer wanted to shop. In short, we believed we could create a Katapult App Marketplace that would become a shopping destination for non-prime consumers throughout the United States.

To do this, in late 2022 we launched the Katapult App. To turn it into the Katapult App Marketplace we envisioned, we knew we needed to add both feature functionality andvibrancy to the app marketplace that would provide a friction-free, engaging and intuitive shopping journey that consumers would love. So, that’s exactly what we did.

First, we launched an innovative feature, called KPay (Katapult Pay®) that allows customers to seamlessly check out using our proprietary virtual credit card technology. With KPay, customers can nowshop and check out within the Katapult app.

Next, we began to add merchants to our marketplace with whom we didn’t have direct or waterfall relationships, expanding the number and variety of merchants our customers could shop and check out with using the Katapult LTO. We now have more than 30 KPay-enabled merchants in our marketplace. This means that Katapult customers can use our LTO payment option with leading retailers such as Amazon, Best Buy, Home Depot, Target, and Walmart, among others. We knew Katapult consumers were shopping at these retailers and wanted to help them access the durable goods they wanted and needed.

Today, including KPay-enabled merchants and our direct and waterfall merchants, there are nearly 250 shoppable merchants in our marketplace. Consumers can start and finish their shopping journey within our app marketplace, giving them a newshopping destination for just about any durable good they want to buy.

The launch of the Katapult App Marketplace has been transformational. During 2024, approximately $127 million in gross originations began in the Katapult App Marketplace, with nearly $77 million of those transacted through KPay. At the end of 2022, we were almost 100% reliant on merchants to send us traffic and in just two years, we have shifted the dynamic dramatically. More than 50% of our 2024 gross originations started in our own ecosystem.

We launched our innovative app just over two years ago, and in a short amount of time, we have leveraged the app to make across the board enhancements at Katapult. From our go-to-market strategy, to our operating plan, and beyond, we have executed well and transformed our business model. We’ve gone from simply being a payment method to agrowth partner for our merchants and ashopping destination for consumers.

And we’re just getting started.

Throughout 2025, we’ll be focused on unlocking even more of our marketplace potential. To do this, our key operating initiatives are focused in three core areas:

1. Consumer engagement. Our top priority is to increase applications at the top of our funnel, so we’ll be expanding our app marketplace functionality and footprint as well as leaning into return-driven marketing campaigns.

2. Merchant engagement. We will continue to look for ways to position Katapult as a partner of choice for all merchants and waterfall finance platforms with the goal of demonstrating our ability to deliver incremental sales.

3. Referral partnerships. Our goal is to enter partnerships that deliver new customers, increase our brand awareness, create products that consumers want and leverage our technology in new ways to drive gross originations and revenue growth.

Since our founding in 2012, we have tirelessly focused ondelivering a superior LTO product that gives nonprime consumers the choice, transparency and pricing terms they need. Our dedication has led to consistently high repeat purchase rates and positive customer feedback. We are very excited about our progress and grateful for the tremendous efforts from the Katapult team. Their hard work has allowed us to transform Katapult and I am confident that their relentless focus on delivering the experiences and results our customers and merchants deserve, will set the stage for another successful year.

Thank you for your continued support; we believe we are well-positioned to continue to grow our top line and profitability measures. We look forward to a prosperous 2025.

PROXY SUMMARY

Katapult Holdings, Inc.

5360 Legacy Drive, Building 2, Plano, Texas 75024-3105

2025 Annual Meeting of Stockholders

Meeting Agenda and Voting Recommendations

Class I Director Nominee Standing for Election at the 2025 Annual Meeting

Corporate Governance Highlights

KATAPULT HOLDINGS, INC.

Proxy Statement - Table of Contents