SEC Form 4 · accession 0001104659-26-094993

Katapult Holdings, Inc. · KPLT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1HHCF Series 21 Sub, LLC, a Delaware limited liability company ("HHCF Sub") is a wholly-owned subsidiary of HHCF Series 21 Sub Holdco, LLC, a Delaware limited liability company ("Holdco"), and Holdco is a wholly-owned subsidiary of Hawthorn Horizon Credit Fund LLC, Series 21. Lane Risser ("Mr. Risser") is the sole manager of Hawthorn. Each of Holdco, Hawthorn and Mr. Risser disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its or his pecuniary interest in such securities, and nothing contained herein shall be deemed an omission that any of Holdco, Hawthorn or Mr. Risser is the beneficial owner of such securities for Section 16 or any other purpose.
• F2On August 10, 2026, the reporting persons exercised a warrant to purchase 486,264 shares of common stock (the "Common Stock"), of Katapult Holdings, Inc. (the "Issuer') for $0.01 per share. The reporting persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 765 of the warrant shares to pay the exercise price and issuing to the reporting persons the remaining 485,499 shares.
• F3On August 10, 2026, the reporting persons exercised a warrant to purchase 160,000 shares of Common Stock of the Issuer for $0.01 per share. The reporting persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 252 of the warrant shares to pay the exercise price and issuing to the reporting persons the remaining 159,748 shares.
• F4Each share of Series A Convertible Preferred Stock (the "Series A Convertible Preferred Stock"), of Katapult Holdings, Inc., a Delaware corporation (the "Issuer"), is convertible into 81.16883 shares of Common Stock of the Issuer, based on an implied initial conversion price of $12.32 per share of Common Stock.
• F5Until the stockholders of the Issuer approve the conversion of the Series A Convertible Preferred Stock into shares of Common Stock as contemplated by the Nasdaq listing rules, no holder of Series A Convertible Preferred Stock may convert shares of Series A Convertible Preferred Stock through either an optional or a mandatory conversion into shares of Common Stock, if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99% of the aggregate number of votes entitled to be cast generally at a meeting of the Issuer's stockholders held for the election of directors by all outstanding shares of Common Stock as of immediately prior to the closing of the issuance and sale of Series A Convertible Preferred Stock by the Issuer to HHCF Sub.
• F6The Issuer, Katapult Merger Sub 1, Inc., a wholly-owned indirect subsidiary of the Issuer ("Merger Sub 1"), Katapult Merger Sub 2, LLC, a wholly-owned indirect subsidiary of Katapult ("Merger Sub 2"), CCF Holdings LLC, and Aaron's Intermediate Holdco, INC. ("Aaron's"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). At the closing of the Mergers, which occurred on August 11, 2026, Merger Sub 1 merged with and into Aaron's (the "Aaron's Merger") and Merger Sub 2 merged with and into CCFI (the "CCFI Merger" and together with the Aaron's Merger, collectively the "Mergers").
• F7Immediately prior to the effective time of the Aaron's Merger, (i) the holders (the "Aaron's MIP Holders") of Class A Unit and Class B Unit membership interests ("Aaron's MIP Units") of Aaron's MIP Holdings, LLC assigned to the Issuer the Aaron's MIP Units and (ii) the Issuer issued to the Aaron's MIP Holders, 943,580 shares of the Issuer's Common Stock (the "Aaron's MIP Exchange"). The Issuer, Aaron's, CCFI and HHCF Sub entered into a side letter, effective as of immediately prior to the Aaron's MIP Exchange, pursuant to which (i) HHCF sold to the Issuer all Series A Convertible Preferred Stock and Series B Preferred Stock held by HHCF at a price per share equal to the liquidation preference of such share, plus any accrued and unpaid regular dividends thereon which purchase price was paid by the issuance of a new debt instrument by a subsidiary of the Issuer.
• F8Each share of Series B Preferred Stock of the Issuer is convertible into 87.79631 shares of Common Stock, based on an implied initial conversion price of $11.39 per share of Common Stock.
• F9Until the stockholders of the Issuer approve the conversion of the Series B Convertible Preferred Stock into shares of Common Stock as contemplated by the Nasdaq listing rules, no holder of Preferred Stock may convert shares of Series B Convertible Preferred Stock through either an optional or a mandatory conversion into shares of Common Stock, if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99% of the aggregate number of votes entitled to be cast generally at a meeting of the Issuer's stockholders held for the election of directors by all outstanding shares of Common Stock as of immediately prior to the closing of the issuance and sale of Series B Convertible Preferred Stock by the Issuer to HHCF Sub.