Katapult Holdings Approves Merger Stock Issuance and 2026 Equity Plan

What Happened

• On August 6, 2026 Katapult Holdings, Inc. filed an 8-K reporting that stockholders at a Special Meeting approved the issuance of Katapult common stock in connection with the proposed mergers with CCFI and Aaron’s, adopted a new 2026 equity incentive plan authorizing at least 9,000,000 shares, and approved, on a non-binding basis, merger-related compensation for named executive officers.
• As of the July 6, 2026 record date there were 5,074,343 shares outstanding; 3,273,271 shares (≈64.5%) were present or represented by proxy, establishing a quorum. The Merger Agreement is dated December 11, 2025 (Katapult, merger subsidiaries, CCF Holdings LLC (CCFI) and Aaron’s Intermediate Holdco, Inc.). Completion of the transactions remains subject to customary closing conditions, including NASDAQ listing approval (subject to notice of issuance), accuracy of representations and warranties, absence of material adverse effects, and other closing deliverables.

Key Details

• Stockholder vote totals (August 6, 2026 Special Meeting):
  • Stock Issuance Proposal: For 3,159,047; Against 35,261; Abstain 78,963.
  • 2026 Equity Plan (≥9,000,000 shares): For 3,108,752; Against 84,707; Abstain 79,812.
  • Advisory Compensation Proposal (non-binding): For 3,118,713; Against 56,004; Abstain 98,554.
• Hawthorn (HHCF Series 21 Sub, LLC) was treated for voting purposes as if it held 281,938 shares via Series A Convertible Preferred Stock.
• Closing of the proposed mergers remains conditional (including NASDAQ approval to list the issued shares and absence of any law or order preventing the transactions).

Why It Matters

• These approvals give Katapult the shareholder authorization needed to issue shares in the announced mergers and to grant equity under the new 2026 plan, which could materially increase the company’s share count if the deals close.
• The advisory vote approved executive merger-related pay but is non-binding. The transactions are not final — investors should monitor fulfillment of the listed closing conditions (especially NASDAQ notice of issuance and any material adverse developments) and any subsequent disclosures about dilution, timing, and financial impacts.