UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event reported):~~Securities ~~November~~Exchange ~~13,~~Act ~~2025~~of 1934

Date of Report (Date of earliest event reported): November 25, 2025

KATAPULT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39116

84-2704291

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS 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:)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1325, 2025, ~~Katapult~~Jeffrey ~~Holdings,~~Rubin ~~Inc.~~resigned ~~(the~~as ~~“Company”) entered into~~ a ~~waiver~~member ~~(the “Waiver”) with HHCF Series 21 Sub, LLC, the holder~~ of ~~100% of~~ the ~~issued and outstanding shares~~Board of ~~Series~~Directors ~~A Convertible Preferred Stock of the Company~~ (the “~~Series A Preferred Stock~~Board”) ~~and Series B Convertible Preferred Stock~~ of ~~the~~Katapult ~~Company~~Holdings, Inc. (the “~~Series B Preferred Stock~~Company” ~~and~~), ~~together~~effective ~~with~~November ~~the~~25, ~~Series~~2025. AThe ~~Preferred~~decision of ~~Stock,~~Mr. ~~the~~Rubin ~~“Preferred Stock”),~~ to ~~those~~resign ~~certain~~from ~~Certificate of Designations of~~ the ~~Preferred~~Board ~~Stock~~was ~~(together,~~not the ~~“Certificate~~result of ~~Designations”) filed~~any ~~with~~disagreement ~~the~~between ~~Secretary~~Mr. ofRubin ~~State~~and of the ~~State~~Company, ofits ~~Delaware on November 3~~management, ~~2025.~~the ~~The~~Board or ~~Waiver,~~any ~~among~~committee ~~other things~~thereof, ~~(i)~~or ~~waives~~with ~~the~~respect ~~requirement pursuant~~ to ~~the~~any ~~Certificate~~matter ofrelating ~~Designations~~to ~~that~~ the Company’s ~~file~~operations, apolicies ~~preliminary~~or ~~proxy~~practices. ~~statement~~Mr. ~~within~~Rubin ~~ten (10) calendar days after the~~began ~~Initial~~his ~~Issue~~service ~~Date~~with ~~(as defined in~~ the ~~Certificate~~Board ofon ~~Designations)~~November ~~and~~3, ~~(ii) acknowledges and agrees that~~2025, ~~notwithstanding~~following ~~anything~~his designation to the ~~contrary~~Board inby ~~the~~HHCF ~~Certificate~~Series of21 ~~Designations~~Sub, ~~the~~LLC ~~Regular Dividend Rate~~ (~~as defined in the Certificate of Designations~~“Hawthorn”) ~~shall be increased~~, bya ~~one~~subsidiary ~~percent~~of ~~(1%)~~Hawthorn ~~per~~Horizon ~~annum,~~Credit ifFund, ~~and only if~~LLC, ~~the~~pursuant ~~Requisite~~to ~~Stockholder~~Section ~~Approval~~2 ~~(as~~of ~~defined~~that incertain ~~the~~Director ~~Certificate~~Nomination ofAgreement, ~~Designations~~dated ~~) is~~November ~~not~~3, ~~obtained~~2025, onby orand ~~prior~~between to the ~~date of the~~ Company’s ~~first annual meeting of stockholders following the Initial Issue Date~~ and ~~waives~~ ~~the~~Hawthorn ~~right to any accumulation of such additional one percent~~ (~~1%) dividend per annum pursuant to~~ the ~~Certificate~~“Director ofNomination ~~Designations that would have occurred but for the Waiver~~Agreement”).

~~This~~On ~~description~~November 26, 2025, upon the recommendation of the ~~Waiver~~Nominating and ~~does~~Corporate ~~not~~Governance ~~purport~~Committee toof bethe ~~complete~~Company, ~~and~~the isBoard ~~subject~~appointed toGregory ~~and~~L. ~~qualified~~Zink inas ~~its~~a ~~entirety~~Class byI ~~reference~~director, ~~to the~~effective ~~full~~November ~~text~~26, of2025, to fill the ~~Waiver,~~vacancy ~~which~~resulting isfrom ~~attached~~Mr. asRubin’s ~~Exhibit~~resignation ~~10.1~~from tothe ~~this~~Board, ~~Current~~with ~~Report~~an ~~on Form~~initial ~~8-K,~~term ~~and~~expiring isat ~~incorporated~~the ~~herein~~Company’s 2027 byannual ~~reference~~meeting of stockholders.

~~Important~~Concurrent ~~Information~~with ~~for~~his ~~Investors~~appointment as Class I director, the Board appointed Mr. Zink to its Audit Committee, Compensation Committee and ~~Stockholders~~Nominating and Corporate Governance Committee.

AMr. ~~proposal~~Zink, toage ~~approve~~69, ~~the~~has ~~issuance~~ been an independent director of ~~common~~Newtek ~~stock~~Business Services ~~upon~~Corp ~~conversion~~and ofits ~~the~~successor ~~Preferred~~entity, ~~Stock~~NewtekOne ~~above~~since ~~the~~2017. ~~Ownership~~Mr ~~Limitation~~Zink ~~(as~~has ~~defined~~also inbeen ~~the~~a ~~Certificates~~director of ~~Designation) will~~Newtek beBank ~~submitted~~NA tosince ~~the~~2023. ~~Company’s~~Mr ~~stockholders~~Zink ~~for~~Chairs the ~~their consideration~~Compensation, Nominating and ~~the~~Governance ~~Company~~Committee ~~will~~and ~~file~~is ~~with~~a member of the ~~Securities~~Audit ~~and~~Committee ~~Exchange Commission~~of ~~(the~~both ~~“SEC”)~~organizations. aMr. ~~proxy~~Zink ~~statement~~is toa bePartner at ~~used~~Newport toLLC, ~~solicit~~a ~~stockholder~~national ~~approval~~strategic ofadvisory ~~such~~firm ~~issuance.~~that ~~THE~~specializes ~~COMPANY’S STOCKHOLDERS~~in ~~ARE~~helping ~~URGED~~owners TOand ~~READ~~CEOs ~~THE~~of ~~PROXY~~privately ~~STATEMENT~~held, ~~REGARDING~~growth ~~THE~~stage ~~PROPOSAL~~companies accelerate ~~WHEN~~growth ITand ~~BECOMES~~significantly ~~AVAILABLE~~improve ~~AND~~the ~~ANY~~value ~~OTHER~~of ~~RELEVANT~~their ~~DOCUMENTS~~businesses. ~~FILED WITH~~From ~~THE~~1998 ~~SEC~~to 2021, ASMr. ~~WELL~~Zink ASwas ~~ANY~~the ~~AMENDMENTS~~principal ORof ~~SUPPLEMENTS~~the TOLowell Group, ~~THOSE DOCUMENTS~~LLC, ~~BECAUSE~~a ~~THEY~~management ~~WILL~~consulting ~~CONTAIN~~firm ~~IMPORTANT~~which ~~INFORMATION.~~provided ~~You~~strategic, ~~will~~operational, ~~be able~~marketing toand ~~obtain~~financial aconsulting ~~free~~assistance ~~copy~~to ofstart-up, small ~~the~~and ~~proxy~~medium-sized ~~statement,~~businesses. asFrom ~~well~~1988 asthrough ~~other~~2019, ~~filings~~Mr. ~~containing~~Zink ~~information~~served ~~about~~as the ~~Company,~~Chief atExecutive ~~the~~Officer, ~~SEC’s Internet~~Chief ~~site~~Financial ~~(http://www.sec.gov).~~Officer ~~Copies~~and Director of ~~the~~NGJ ~~proxy~~Brand ~~statement~~Solutions, ~~and~~a ~~the~~distributor ~~SEC~~of ~~filings~~commercial ~~that~~fitness ~~will~~equipment beand ~~incorporated~~health byand ~~reference~~wellness solutions provider in ~~the~~Japan. ~~proxy~~Mr. ~~statement~~Zink ~~will~~was also bepreviously ~~provided~~employed toBy ~~the~~Newtek ~~Company’s~~Business ~~stockholders,~~Services ~~without~~Corp ~~charge,~~as an Executive Vice President from 2000-2005; by ~~directing~~Touche Ross/Deloitte Consulting; and is a ~~request~~graduate ~~to:~~of ~~Katapult~~the ~~Holdings,~~General ~~Inc~~Electric Financial Management Program.~~, 5360~~ ~~Legacy~~Mr. ~~Drive,~~Zink ~~Building~~has 2,an ~~Plano,~~MBA ~~Texas~~from ~~75024-3105,~~the ~~Attention:~~Wharton ~~Corporate~~School ~~Secretary,~~of orthe University ~~emailing~~of ~~ir@katapultholdings~~Pennsylvania.~~com.~~

~~Participants~~The Board has determined that Mr. Zink is independent under applicable Nasdaq listing rules. No family relationships exist between Mr. Zink and any of the Company’s directors or other executive officers. There are no transactions to which the Company is or was a participant and in which Mr. Zink had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Zink was designated to the ~~Solicitation~~Board by Hawthorn upon Mr. Rubin’s resignation pursuant to Section 2 of the Director Nomination Agreement. There are no other arrangements or understandings between Mr. Zink and any other person pursuant to which Mr. Zink was appointed to the Board.

~~The~~In accordance with the Company’s ~~and~~non-employee ~~its~~director ~~directors,~~compensation ~~executive~~program, ~~officers~~(1) Mr. Zink will receive an annual base retainer of $50,000 for his service on the Board, and ~~other~~(2) ~~members~~Mr. Zink will receive an annual base retainer of ~~its~~$10,000, ~~management~~$7,500 and ~~employees~~$5,000 ~~may~~for behis ~~deemed~~service toon bethe ~~participants~~Audit inCommittee, the ~~solicitation~~Compensation ofCommittee ~~proxies~~and ~~from~~the Nominating and Corporate Governance Committee, respectively. Mr. Zink was granted restricted stock units (“RSUs”) under the Company’s 2021 ~~stockholders~~Incentive inPlan ~~favor~~having ofa ~~the~~grant ~~proposal.~~date ~~Information~~fair ~~concerning~~value ~~persons~~of ~~who~~$150,000, ~~may~~prorated bebased ~~deemed~~on ~~participants~~the innumber of days until the ~~solicitation of~~next annual meeting of the Company’s, ~~stockholders~~and ~~under~~such ~~the~~RSUs ~~rules~~will ofvest on the ~~SEC~~date ~~will~~of besuch ~~set~~annual ~~forth~~meeting, insubject ~~the~~to ~~proxy~~Mr. ~~statement~~Zink’s ~~when~~continued itservice isas ~~filed~~a ~~with~~member of the ~~SEC~~Board through such vesting date.

~~Item~~The ~~9.01~~Company ~~Financial~~expects ~~Statements~~to ~~and~~enter ~~Exhibits~~into the Company’s standard director indemnification agreement with Mr. Zink.

~~(d) Exhibits~~SIGNATURES

Exhibit No.		Exhibit
10.1		Waiver, dated as of November 13, 2025, by and among Katapult Holdings, Inc. and HHCF Series 21 Sub, LLC.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Date:	November 26, 2025	/s/ Orlando Zayas
		Name: Orlando Zayas
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Katapult Holdings, Inc
Date: November 14, 2025		/s/ Orlando Zayas
		Name: Orlando Zayas
		Title: Chief Executive Officer

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