Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On October 27, 2025, Katapult Holdings, Inc. (the "Company") entered into the Limited Waiver (the "Fifth Limited Waiver") to our Amended and Restated Loan and Security Agreement, dated as of June 12, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, including pursuant to that certain Limited Waiver dated September 15, 2025 (the "First Limited Waiver"), that certain Limited Waiver dated September 29, 2025 (the "Second Limited Waiver"), that certain Limited Waiver dated October 13, 2025 (the "Third Limited Waiver") and that certain Limited Waiver dated October 20, 2025 (the "Fourth Limited Waiver"), the "Loan Agreement"), by and among Katapult SPV-1 LLC, Katapult Group, Inc., the Company (each a "Credit Party" and, together, the "Credit Parties"), Midtown Madison Management LLC, as administrative, payment and collateral agent and lender, and the lenders party thereto (the "Lenders") in response to the Credit Parties' failure to maintain Minimum Trailing Three-Month Originations as of the last business day of (x) the calendar month ended August 31, 2025 and (y) the calendar month ended September 30, 2025 as required by the Loan Agreement. The Fifth Limited Waiver, among other things, temporarily waives the Existing Default (as defined in the Fifth Limited Waiver) until October 29, 2025. Notwithstanding the waiver of the Existing Default pursuant to the Fifth Limited Waiver, the Existing Default is deemed to have occurred and be continuing for purposes of the Conversion Rights (as defined in the Loan Agreement) and therefore the Class B Lenders (as defined in the Loan Agreement) and their assignees shall be entitled, at any time on or after the date hereof, to convert up to one hundred percent (100%) of the amount outstanding under the Term Loan (as defined in the Loan Agreement) into shares of common stock, par value $0.0001 per share of the Company ("Common Stock"), at the Conversion Rate (as defined in the Loan Agreement). The number of shares of Common Stock issuable upon exercise of the Conversion Rights is calculated on the basis of the average of the daily volume weighted average prices of the Common Stock for the twenty (20) consecutive trading days (the "20-day VWAP") ending on the date of conversion, subject, in certain cases, to a specified discount. As of the date hereof, the 20-day VWAP through the last completed trading day of October 24, 2025 is approximately $13.04.

This description of the Fifth Limited Waiver does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Fifth Limited Waiver, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.