Material Event (Form 8-K)

Item 8.01 Other Events

As previously disclosed, on December 11, 2025, Katapult Holdings, Inc., a Delaware corporation ("Katapult") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Katapult, Katapult Merger Sub 1, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Katapult, Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of Katapult, CCF Holdings LLC, a Delaware limited liability company ("CCFI"), and Aaron's Intermediate Holdco, Inc., a Delaware corporation ("Aaron's"), subsequently amended on June 17, 2026 (the "Amendment to the Merger Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Pursuant to the terms and conditions of the Merger Agreement, a business combination among Aaron's, CCFI, and Katapult will be effected as follows: (a) immediately prior to the Aaron's Merger Effective Time, (i) Aaron's shall cause the Aaron's MIP Holders to assign, transfer and deliver to Katapult, and Katapult shall assume and acquire from the Aaron's MIP holders, the Aaron's MIP Units and (ii) Katapult shall issue to the Aaron's MIP Holders and Aaron's shall cause the Aaron's MIP Holders to acquire from Katapult the Aaron's MIP Rollover Interests as consideration for the Aaron's MIP Units (the "Aaron's MIP Exchange"); (b) immediately prior to the CCFI Merger Effective Time, (i) CCFI shall cause the CCFI MIP Holders to assign, transfer and deliver to Katapult, and Katapult shall assume and acquire from the CCFI MIP Holders, the CCFI MIP Equity and (ii) Katapult shall issue to the CCFI MIP Holders and CCFI shall cause the CCFI MIP Holders to acquire from Katapult the CCFI MIP Rollover Interests as consideration for the CCFI MIP Equity (the "CCFI MIP Exchange"); (c) immediately following the Aaron's MIP Exchange, at the Aaron's Merger Effective Time, Merger Sub 1 shall be merged with and into Aaron's, and the separate existence of Merger Sub 1 shall cease and Aaron's will continue as the surviving corporation in the Aaron's Merger; and (d) immediately following the CCFI MIP Exchange, at the CCFI Merger Effective Time, Merger Sub 2 shall be merged with and into CCFI, and the separate existence of Merger Sub 2 shall cease and CCFI will continue as the surviving limited liability company in the CCFI Merger.

On June 18, 2026, Katapult filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 containing a proxy statement/prospectus in connection with the Mergers (as amended by Amendment No. 1 to registration statement on Form S-4, filed by Katapult with the SEC on July 2, 2026, the "Registration Statement) and on July 7, 2026, Katapult filed such proxy statement/prospectus on Form 424B3 (the "Proxy Statement/Prospectus") with the SEC in connection with the Mergers and commenced mailing of the Proxy Statement/Prospectus to its stockholders. The special meeting of Katapult Stockholders to approve (among other things) the Mergers will be held on August 6, 2026, at 10:00 a.m. Eastern Time (the "Special Meeting") as further described in the Proxy Statement/Prospectus.

Litigation and Stockholder Demand Letters Related to the Mergers

As of the date of this Current Report on Form 8-K (this "Current Report"), which amends and supplements the information in the Proxy Statement/Prospectus, two complaints have been filed (collectively, the "Complaints") on July 15, 2026 and July 16, 2026 respectively, alleging, among other things, that the Proxy Statement/Prospectus omitted material information that rendered it incomplete or misleading. The lawsuits, each filed by a purported Katapult Stockholder in an individual capacity, were filed in the Supreme Court of the State of New York and are captioned Michael Clark v. Katapult Holdings, Inc. et. al. (No. 654167/2026) and Nathan Turner v. Katapult Holdings, Inc., et. al. (No. 654201/2026). The Plaintiffs in the Complaints allege negligent misrepresentation and concealment and negligence in violation of New York State common law, and are seeking to enjoin the defendants from taking any steps to consummate the Mergers until the defendants disclose certain allegedly material information in the Proxy Statement/Prospectus in advance of the Special Meeting or, in the event the Mergers are consummated, to recover damages resulting from the defendants' alleged conduct described in the Complaints.