Katapult Holdings, Inc.
For the period ended Mar 20, 2026. Filed Mar 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 20, 2026 · Filed Mar 20, 2026
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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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2026 Annual Meeting of Stockholders
Thursday, April 30, 2026
10:00 a.m. Eastern Time
By virtual webcast at www.virtualshareholdermeeting.com/KPLT2026
TO OUR STOCKHOLDERS:
You are cordially invited to attend the 2026 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 Thursday, April 30, 2026 at 10:00 a.m. Eastern Time, for the following purposes:
To elect our Class II director nominee identified in the accompanying proxy statement to the Board of Directors (the "Board") to serve until the Company's 2029 Annual Meeting of Stockholders.
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
To approve a non-binding advisory resolution approving the compensation of the named executive officers; and
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 March 16, 2026 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.
| By Order of the Board of Directors, | |
| Derek Medlin | |
| March 20, 2026 | Secretary |
|---|
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
PROXY SUMMARY
Katapult Holdings, Inc.
5360 Legacy Drive, Building 2, Plano, Texas 75024-3105
2026 Annual Meeting of Stockholders
| Meeting Date | Time | Location | Record Date |
|---|---|---|---|
| Thursday, April 30, 2026 | 10:00 a.m. Eastern | March 16, 2026 |
Meeting Agenda and Voting Recommendations
| Proposal | Board Vote Recommendation | Page Reference (for more detail) |
|---|---|---|
| 1 - Election of a director | √ FOR the nominee | 9 |
| 2 - Ratification of appointment of independent registered public accounting firm | √ FOR | 40 |
| 3 - Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers | √ FOR | 42 |
| Holders of our common stock as of the close of business on March 16, 2026, the record date, may vote at the virtual Annual Meeting. Each share of common stock is entitled to one vote. | ||
Class II Director Nominee Standing for Election at the 2026 Annual Meeting
| Name | Principal Occupation | Independent | Age |
|---|---|---|---|
| Derek Medlin | President and Chief Growth Officer | No | 43 |
| The Director will be elected by a plurality of votes cast at the Annual Meeting by holders of shares present or represented by proxy and entitled to vote. | |||
Corporate Governance Highlights
| √ | 3 out of 5 Directors are Independent | √ | Board and Committee Self-Evaluations |
|---|---|---|---|
| √ | Regular Executive Sessions of Independent Directors | √ | Use of Independent Compensation Consultant |
| √ | Independent Audit, Compensation, and Nominating and Corporate Governance Committees | √ | No Tax Gross-Ups |
| √ | All Directors Receive Orientation and Participate in Continuing Education on Critical Topics | √ | No "Single Trigger" Change in Control Provisions for Equity Awards |
| √ | Robust Equity Ownership Guidelines for Executives and Non-Employee Directors | √ | Policies Prohibiting Hedging, Short Sales, Short-Term Trading and Pledging of Our Common Stock |
| √ | Board Oversight of CEO and Executive Management | ||
KATAPULT HOLDINGS, INC.
Proxy Statement - Table of Contents
| Questions and Answers | 3 |
|---|---|
| Proposal No. 1 - Election of Directors | 9 |
| Vote Required | 9 |
| Information Regarding Director Nominees and Continuing Directors | 9 |
| Director Biographies | 10 |
| Corporate Governance | 14 |
| Corporate Governance Guidelines | 14 |
| Code of Business Conduct and Ethics | 14 |
| Director Independence | 14 |
| Risk Oversight | 14 |
| Communication with Directors | 14 |
| Board Nomination and Qualifications | 15 |
| Attendance at Annual Meeting | 15 |
| Related-Person Transaction Policy | 16 |
| Family Relationships | 16 |
| Board Leadership Structure | 16 |
| Board Meetings and Committees | 17 |
| Board and Committee Self-Evaluation Process | 20 |
| Director Compensation | 21 |
| Introduction | 21 |
| 2025 Director Compensation | 21 |
| Director Compensation Table | 22 |
| Executive Officers | 23 |
| Executive Officers | 23 |
| Executive Officer Biographies | 23 |
| Security Ownership of Certain Beneficial Owners and Management | 24 |
| Beneficial Ownership Table | 24 |
| Prohibition on Hedging | 25 |
| Policy on Stock Pledging | 25 |
| Timing of Equity Award Grant | 25 |
| Policy on Short Sales | 25 |
| Policy on Short-Term Trading | 26 |
| Executive Compensation | 28 |
| Executive Compensation Philosophy and Approach | 28 |
| Summary Compensation Table | 29 |
| Outstanding Equity Awards at Fiscal Year-End | 31 |
| Employment & Separation Agreements | 31 |
| Potential Payments upon Termination or Change in Control | 32 |
| Pay versus Performance | 34 |
| Equity Compensation Plan Information | 37 |
| Certain Relationships and Related-Party and Other Transactions | 37 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 38 |
| Audit Committee Report | 39 |
| Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 40 |
| Pre-Approval Policies and Procedures | 40 |
| Vote Required | 40 |
| Proposal No. 3 - Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers | 42 |
| Other Business | 43 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.