kplt-20260630

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39116

Katapult Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware						84-2704291
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5360 Legacy Drive, Building 2 Plano, TX						75024
(Address of Principal Executive Offices)						(Zip Code)

(833) 528-2785

(Registrant's telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	KPLT	The Nasdaq Stock Market LLC
Redeemable Warrants	KPLTW	The Nasdaq Stock Market LLC

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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of July 31, 2026: 4,972,405

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. Certain abbreviations and terms used in this Quarterly Report on Form 10-Q are defined as follows:

“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.

“Aaron’s” means Aaron’s Intermediate Holdco, Inc., a Delaware corporation.

“Aaron’s Merger” means the merger of Merger Sub 1 with and into Aaron’s at the time as of which the Aaron’s Merger becomes effective.

“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.

“CCFI” means CCFI Holdings, LLC, a Delaware limited liability company.

“CCFI Merger” means the merger of Merger Sub 2 with and into CCFI at the time as of which the CCFI Merger becomes effective.

“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.

“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.

“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 warrants to purchase 160,000 shares of Katapult common stock at $0.25 per share and 486,264 Katapult common stock at an exercise price of $0.01 per share, held by Hawthorn 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 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 the 2025 Loan Agreement (as amended by the Limited Waiver dated September 15, 2025), that certain Limited Waiver dated September 29, 2025, that certain Limited Waiver dated October 13, 2025, that certain Limited Waiver dated October 20, 2025, that certain Limited Waiver dated October 27, 2025, that certain Limited Waiver dated October 29, 2025, the First Amendment, the Second Amendment, that certain Limited Waiver dated January 15, 2026, that certain Limited Waiver dated February 13, 2026, that certain Limited Waiver dated March 9, 2026, that certain Limited Waiver dated April 15, 2026, that certain Limited Waiver dated May 5, 2026 and as further amended, amended and restated, supplemented, revised, or otherwise modified from time to time prior to the date hereof).

“Merger Agreement” means that certain Agreement and Plan of Merger, dated December 11, 2025, by and among Merger Sub 1, Merger Sub 2, CCFI, and Aaron’s (as amended by the First Amendment to the Agreement and Plan of Merger, dated June 17, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time).

“Merger Sub 1” means Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult.

“Merger Sub 2” means Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult.

“Mergers” means the CCFI Merger, together with the Aaron’s Merger.

“Non-Exclusive Patent License Agreement” means that certain Non-Exclusive Patent License Agreement, dated June 5, 2026, by and between Katapult Holdings, Inc., FlexShopper, Inc. and ReadySett LLC.

“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 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.

“SEC” means the Securities and Exchange Commission.

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

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

“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.

“Third Amendment: means that certain Limited Waiver and Third Amendment to Amended and Restated Loan and Security Agreement, dated June 2, 2026, among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) 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, 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 Quarterly 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, 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 and Aaron’s to terminate the Merger Agreement;

•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;

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

•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