Katapult Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

For the transition period from _____ to _____

Commission file number 001-39116

Katapult Holdings, Inc.

(Exact name of registrant as specified in its charter)

(833)528-2785

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

Based on the closing sale price of $8.01 for our common stock on The Nasdaq Capital Market on June 30, 2025, the aggregate market value of outstanding shares of common stock held by non-affiliates was approximately $23.3 million. This calculation excludes shares of the registrant's common stock held by current executive officers, directors and stockholders that the registrant has concluded are affiliates of the registrant. This determination of affiliate status is not a determination for other purposes.

The number of shares of the registrant's common stock outstanding as of March 9, 2026 was 4,765,058

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our Definitive Proxy Statement for our 2025 Annual Meeting, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

KATAPULT HOLDINGS, INC.

2025 FORM 10-K ANNUAL REPORT

Table of Contents

CERTAIN DEFINITIONS

In this report, unless otherwise stated or the context otherwise indicates, the terms "we," "us," "our," the "Company," or "Katapult" refer to Katapult Holdings, Inc. and its subsidiaries.

“2019 Loan Agreement” means the Loan and Security Agreement, dated May 14, 2019, by and among the Credit Parties, Midtown Madison Management LLC and the other lenders party thereto (as amended, amended and restated, supplemented, revised or otherwise modified from time to time prior to June 12, 2025).

“2025 Loan Agreement” means that certain Amended and Restated Loan and Security Agreement, dated June 12, 2025, by and among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto, which amended and restated the 2019 Loan Agreement in its entirety.

“2026 Plan” means the incentive plan to be approved with terms substantially comparable to the Katapult 2021 Plan (as defined in the Merger Agreement), authorizing at least 9,000,000 shares of Katapult common stock for issuance.

“2026 Plan Proposal” means the proposal for the holders of Katapult common stock to approve the 2026 Plan.

“Aaron’s MIP” means Aaron’s MIP Holdings, LLC, a Delaware limited liability company and management incentive plan entity adopted by The Aaron’s Company to align the interests of the Aaron’s management team with IQV Holdco.

“Aaron’s MIP Exchange” means the exchange of Aaron’s MIP Units for Aaron’s MIP Rollover Interests.

“Aaron’s MIP Holders” means the holders of Aaron’s MIP Units.

“Aaron’s MIP Rollover Interests” means 943,580 shares of Katapult common stock issued to the Aaron’s MIP Holders pursuant to the Aaron’s MIP Exchange.

“Aaron’s MIP Units” means the Class A Unit and Class B membership interests of Aaron’s MIP.

“Adjournment Proposal” means the proposal toadjourn the Special Meeting, if determined by the Katapult board or any committee thereof to be necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal or if a quorum is not present at the Special Meeting.

“CCFI MIP” shall mean CCFI MIP Holdings LLC, a Delaware limited liability company and management incentive plan entity adopted by CCFI to align the interests of the CCFI management team with CCFI equityholders.

“CCFI MIP Equity” means the equity interests of CCFI MIP.

“CCFI MIP Exchange” means the exchange of CCFI MIP Equity for CCFI MIP Rollover Interests.

“CCFI MIP Holders” means the holders of CCFI MIP Equity.

“CCFI MIP Rollover Interests” means 11,011,927 shares of Katapult common stock issued to the CCFI MIP Holders pursuant to the CCFI MIP Exchange.

“Closing” means the consummation of the Mergers.

“Compensation Proposal” means the proposal for the holders of Katapult common stock to approve, on a non-binding advisory basis, the merger-related compensation that may be paid or become payable to Katapult’s named executive officers in connection with the Mergers.

“Credit Parties” means Katapult SPV-1 LLC, Katapult Group, Inc., and Katapult.

“First Amendment” means that certain Limited Waiver and First Amendment to Amended and Restated Loan and Security Agreement, dated November 2, 2025, among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto.

“First Warrants” means the warrants to purchase an aggregate of 160,000 shares of Katapult common stock at $0.25 per share held by Hawthorn.

“Hawthorn Preferred Stock Exchange” means Katapult’s repurchase of all outstanding shares of Katapult Convertible Preferred Stock issued to Hawthorn immediately prior to the consummation of the Mergers pursuant to the Hawthorn Side Letter.

“Hawthorn Side Letter” means that certain side letter, dated December 11, 2025, by and among Katapult, Aaron’s, CCFI and Hawthorn to effectuate the Hawthorn Preferred Stock Exchange.

“Hawthorn Warrant Exercise” means Hawthorn’s exercise of the Katapult Private Warrants on a cashless basis in full for shares of Katapult common stock pursuant to the Hawthorn Side Letter.

“IQV Holdco” means IQV Holdco, LLC, a Delaware limited liability company.

“Katapult 2014 Plan” means the Cognical Holdings, Inc. 2014 Stock Incentive Plan.

“Katapult 2021 Plan” means the Katapult Holdings, Inc. 2021 Equity Incentive Plan, as amended.

“Katapult common stock” means shares of common stock of Katapult, par value $0.0001 per share.

“Katapult Convertible Preferred Stock” means the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock.

“Katapult Private Warrants” means the First Warrants and Second Warrants held by Hawthorn.

“Katapult Public Warrants” means public warrants of Katapult, each exercisable for 1/25th of a share of Katapult common stock.

“Katapult Stock Issuance” means the issuance of shares of Katapult common stock to the stockholders of Aaron’s, the Aaron’s MIP Holders, the unitholders of CCFI and the CCFI MIP Holders, pursuant to the terms of the Merger Agreement.

“Loan Agreement” means that certain Amended and Restated Loan and Security Agreement, dated June 12, 2025, by and among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto (as amended by the Limited Waiver dated September 15, 2025, the First Amendment, the Second Amendment and as further amended, amended and restated, supplemented, revised, or otherwise modified from time to time prior to the date hereof).

“New Revolving Facility” means the amended and upsized revolving credit facility provided for by the Loan Agreement.

“Ownership Limitation” means that, pursuant to the terms of those certain Certificates of Designations dated November 3, 2025, no holder of Katapult Convertible Preferred Stock may convert shares of Katapult Convertible Preferred Stock, pursuant to either an optional or a mandatory conversion, into shares of Katapult common stock if and to the extent that such conversion would result in such holder beneficially owning in excess of 19.99% of all outstanding shares of Katapult common stock as of November 3, 2025.

“Preferred Stock Investment Stockholder Approval” means the approval of Katapult’s stockholders to remove the Ownership Limitation as contemplated by the Nasdaq Rules to effectuate the Hawthorn Preferred Stock Exchange.

“Second Amendment” means that certain Limited Waiver and Second Amendment to Amended and Restated Loan and Security Agreement, dated December 11, 2025, among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto.

“Second Warrants” means warrants to purchase an aggregate of 486,264 Katapult common stock at an exercise price of $0.01 per share held by Hawthorn.

“Series A Convertible Preferred Stock” means the 35,000 shares of Katapult Preferred Stock designated as “Series A Convertible Preferred Stock”.

“Series A Investment Agreement” means that certain Series A Investment Agreement, dated November 3, 2025, by and between Katapult and Hawthorn.

“Series B Convertible Preferred Stock” means the 30,000 shares of Katapult Preferred Stock designated as “Series B Convertible Preferred Stock”.

“Series B Investment Agreement” means that certain Series B Investment Agreement, dated November 3, 2025, by and between Katapult and Hawthorn.

“Special Meeting” means the special meeting of Katapult stockholders to obtain approval of the Stock Issuance Proposal.

“Stock Issuance Proposal” means the proposal for Katapult stockholders to approve the issuance of Katapult common stock pursuant to the Merger Agreement.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, (“Annual Report” or “Form 10-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Act”), , that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this report, including statements regarding our opportunity, our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “assume” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. Certain capitalized terms used in this Annual Report have the meanings set forth in the section entitled “Certain Definitions”. These forward-looking statements include, but are not limited to, statements concerning the following:

•the outcome and impact of the Mergers (as defined herein), including our ability to recognize the anticipated objectives and benefits thereof;

•the occurrence of any event, change or other circumstances that could give rise to the right of one or all of the Company, CCFI (as defined herein) and Aaron’s (as defined herein) to terminate the Merger Agreement (as defined herein);

•the possibility that the Mergers do not close when expected or at all because the conditions to closing are not received or satisfied on a timely basis or at all;

•the potential disruptions the Mergers may cause in the business operations of the Company, CCFI and Aaron’s;

•potential adverse effects of the Mergers on the business relationships of the Company, CCFI and Aaron’s while the Mergers are pending;

•changes in our share price following the closing of the Mergers;

•meeting future liquidity requirements and complying with restrictive covenants related to indebtedness;

•our ability to obtain, and the impact of, Preferred Stock Investment Stockholder Approval;

•potential impact of the Katapult Convertible Preferred Stock;

•executing on our business strategy, including expanding information and technology capabilities;

•our market opportunity, our ability to acquire and retain new and existing merchants and customers;

•customer adoption and continued growth of our mobile app featuring Katapult Pay® (“KPay”);

•the timing and impact of our growth initiatives on our future financial performance and the impact of our business growth strategy;

•anticipating the occurrence and timing of prime lending tightening and impact on our results of operations;

•general economic conditions in the markets where we operate, the cyclical nature of consumer spending, and seasonal sales and spending patterns of consumers;

•factors affecting consumer spending that are not under our control, including, among others, levels of employment, disposable consumer income, inflation, prevailing interest rates, consumer debt and availability of credit, pandemics (such as COVID-19), consumer confidence in future economic conditions, political conditions, and consumer perceptions of personal well-being and security and willingness and ability of consumers to pay for the goods they lease through us when due;

•risks relating to uncertainty of our estimates of market opportunity and forecasts of market growth, including the home furnishings and retail environment;

•risks related to the concentration of a significant portion of our transaction volume with a single merchant, or type of merchant or industry;

•the effects of competition on our future business;

•the impact of unstable market and economic conditions such as impact of tariffs, rising inflation and interest rates;

•reliability of our platform and effectiveness of our risk models;

•data security breaches or other information technology incidents or disruptions, including cyber-attacks, and the protection of confidential, proprietary, personal and other information, including personal data of consumers;

•attracting and retaining employees, executive officers or directors;

•obtaining additional capital, including equity or debt financing and servicing our indebtedness;

•enhancing future operating and financial results;

•anticipating rapid technological changes, including artificial intelligence and other new technologies;

•staying abreast of modified or new laws and regulations and complying with laws and regulations applicable to our business, including laws and regulations related to rental purchase transactions, U.S. federal income tax, and data privacy and security;

•responding to uncertainties associated with product and service developments and market acceptance;

•identifying material weaknesses in our internal controls over financial reporting which, if not remediated, could affect the reliability of our financial statements;

•costs and effects of legal and administrative proceedings, settlements, investigations, and claims;

•litigation, regulatory matters, complaints, adverse publicity and/or misconduct by employees, vendors and/or service providers; and

•our ability to meet the minimum requirements for continued listing on the Nasdaq Capital Market ("Nasdaq").

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this Form 10-K. Other sections of this Form 10-K may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, events, or circumstances. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations. You should read this Form 10-K and the documents that we have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (ir.katapultholdings.com), our filings with the Securities and Exchange Commission, webcasts, press releases and conference calls. We use these mediums, including our website, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website. The contents of our website are not incorporated into this filing. We have included our investor relations website address only as an inactive textual reference and do not intend it to be an active link to our website.

Basis of Presentation

Katapult Holdings, Inc., formerly known as FinServ Acquisition Corp. (“FinServ”), was incorporated in the state of Delaware in August 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 9, 2021, FinServ merged with Katapult Holdings, Inc. ("Legacy Katapult"). The merger and related transactions were completed and in connection with the closing of the merger, FinServ changed its name to Katapult Holdings, Inc.

Our wholly owned subsidiaries are Katapult Intermediate Holdings LLC, (formerly known as Keys Merger Sub 2, LLC) a Delaware limited liability company formed in December 2020, Katapult Group, Inc. (formerly known as Cognical, Inc.), a Delaware corporation incorporated in March 2012, Katapult SPV-1 LLC, a Delaware limited liability company formed in March 2019, Katapult SPV-2 LLC, a Delaware limited liability company formed in January 2025, Katapult Intermediate Holdings I, LLC, a Delaware limited liability company formed in December 2025, Katapult Intermediate Holdings II, LLC, a Delaware limited liability company formed in December 2025, Katapult Intermediate Holdings III, LLC, a Delaware limited liability company formed in December 2025, Katapult Merger Sub 1 Inc., a Delaware corporation incorporated in December 2025 and Katapult Merger Sub 2, LLC, a Delaware limited liability company formed in December 2025. Legacy Katapult was incorporated in the state of Delaware in 2016. Katapult Group, Inc. originates all of the Company's lease agreements with customers.

Unless otherwise noted, “we”, “us”, “our”, “Katapult”, and the “Company” and similar terms refer to Legacy Katapult and its subsidiaries prior to the consummation of the merger, and Katapult Holdings, Inc. and its subsidiaries after the merger. The Katapult logo, “Katapult,” “Katapult Pay,” and our other registered and common law trade names, trademarks, and service marks are the property of Katapult Holdings, Inc. or our subsidiaries. Other trade names, trademarks, and service marks used in this report are the property of their respective owners.