Form 8-K

8-K — Katapult Holdings, Inc.

Accession: 0001104659-26-103268

Filed: 2026-08-28

Period: 2026-08-28

CIK: 0001785424

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

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 of Report (Date of earliest event reported):

August 28, 2026

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.)

400 Galleria Parkway SE, Suite 300, Atlanta, GA

30339

(Address of principal executive offices)

(Zip Code)

(678) 402-3000

(Registrant’s telephone number, including area code:)

(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))

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

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 1.01 Entry into a Material Definitive Agreement

On August 28, 2026, CCF OpCo LLC (the “Borrower”), a wholly

owned subsidiary of Katapult Holdings, Inc. (the “Company”), entered into a Sixth Amendment (the “Sixth Amendment”)

to that certain Second Amended and Restated Revolving Credit Agreement, dated as of December 29, 2023, by and among the Borrower, the

lenders from time to time party thereto and The Huntington National Bank, successor by merger to Veritex Community Bank, as administrative

agent (the “Credit Agreement”).

The Sixth Amendment extends the scheduled Draw Period Termination Date

(as defined in the Sixth Amendment) from August 30, 2026 to September 30, 2026, subject to earlier termination upon the occurrence of

an unwaived Cease Funding Event (as defined in the Credit Agreement) and any extension requested by the Borrower and approved by the lenders

in accordance with the Credit Agreement.

Upon the occurrence of a Draw Period Termination Date, a twelve-month

amortization period will commence as described in the Credit Agreement, and, absent an Event of Default (as defined in the Credit Agreement),

the maturity date will not occur until the end of such amortization period.

The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the

Sixth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Exhibit

10.1

Sixth Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of August 28, 2026, by and among CCF OpCo LLC, as Borrower, the lenders from time to time party thereto and The Huntington National Bank, successor by merger to Veritex Community Bank, as administrative agent.

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

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.

Date:

August 28, 2026

/s/ Russell Falkenstein

Name:

Russell Falkenstein

Title: Executive Vice President, Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2624296d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

SIXTH AMENDMENT TO SECOND AMENDED

AND RESTATED REVOLVING CREDIT AGREEMENT

This

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), is dated

and entered into as of August 28, 2026, among CCF OPCO LLC, a Delaware limited liability company (“Borrower”),

the Lenders party hereto, and THE HUNTINGTON NATIONAL BANK, SUCCESSOR BY MERGER TO VERITEX COMMUNITY BANK, as Administrative Agent

(“Administrative Agent”). Capitalized terms used herein that are not otherwise defined shall have the meanings

ascribed thereto in the Loan Agreement (defined below).

RECITALS

WHEREAS, reference

is hereby made to that certain Second Amended and Restated Revolving Credit Agreement dated as of December 29, 2023 (as may be amended,

restated, modified and/or supplemented from time to time, the “Loan Agreement”), among the Borrower, the Lenders

from time to time party thereto, the Subsidiary Guarantors party thereto, the Administrative Agent and Class B Agent;

WHEREAS, pursuant

to Section 10.01 of the Loan Agreement, certain amendments, waivers or other modifications of the Loan Agreement shall not be effective

without the written concurrence of the Required Lenders or all the Lenders, as applicable, and the Borrower or the applicable CCF Party,

as the case may be, with receipt acknowledged by Administrative Agent; and

WHEREAS, each

Lender and Borrower wishes to amend certain provisions of the Loan Agreement on and subject to the terms and conditions set forth below.

NOW, THEREFORE,

in consideration of the mutual agreements contained in this Amendment and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto hereby mutually agree as follows:

ARTICLE I - AMENDMENTS TO

LOAN AGREEMENT

Section 1.01

Effective as of the date hereof, the definition of “Draw Period Termination Date” set forth in Section 1.01 of the Loan Agreement

is hereby amended and restated in its entirety to read as follows:

“Draw

Period Termination Date” means the earlier of (a) the date on which a Cease Funding Event, which is not waived in accordance

with the terms hereof, occurs, and (b) September 30, 2026; provided, that Borrower may seek to extend the Draw Period by an additional

one (1) year in accordance with Section 2.01(b).

ARTICLE II - CONDITIONS TO

EFFECTIVENESS

Section 2.01

This Amendment shall become effective as of the date (the “Amendment Effective Date”) that Administrative Agent shall

have received: (i) this Amendment, duly executed and delivered on behalf of each party hereto; and (ii) such other documents, opinions,

certificates, information and consents as the Administrative Agent shall reasonably request in connection herewith.

ARTICLE III - REPRESENTATIONS

AND WARRANTIES

Section

3.01 Borrower hereby represents and warrants to each Lender and Administrative Agent on and as of the Amendment Effective Date that:

(a)

the representations and warranties of Borrower under each of the Revolving Credit Documents (as amended or modified hereby)

to which it is a party are true and correct as if made and restated on the date hereof (other than any representation and warranty that

specifically relates to a specified prior date, in which case such representation and warranty shall be true and correct in all material

respects on and as of such specified prior date).

(b)

(i) the individual executing this Amendment on behalf of Borrower is duly authorized to do so, (ii) Borrower has full right

and authority to enter into this Amendment and to consummate the transactions described in this Amendment and (iii) this Amendment constitutes

the valid and legally binding obligation of Borrower, enforceable against Borrower in accordance with its terms.

(c)

no Default or Event of Default has occurred and is continuing and no event or condition, the occurrence of which immediately

is or, with the lapse of time or the giving of notice or both, would become a Backup Servicing Trigger Event or Cease Funding Event.

(d)

The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under this Amendment

and the other Revolving Credit Documents (as amended or modified hereby) to which it is a party, in each case, have been duly authorized

by all necessary action on the part of Borrower and do not and will not (i) violate, conflict with or constitute a breach of, or constitute

a default under, any provision of Borrower’s Organizational Documents; (ii) violate, conflict with or constitute a breach of, or

constitute a default under, any provision of any statute, rule, regulation, order, writ, judgment, injunction, decree, determination,

or award presently in effect to which Borrower is a party or is subject, or by which any of its assets are bound or affected; (iii) result

in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of the

Administrative Agent and the other Permitted Liens; or (iv) result in a breach of, or constitute a default by Borrower under, any indenture,

loan, or credit agreement or any other agreement, document, instrument, or certificate to which Borrower is a party or subject or by which

it or any of its assets are bound or affected, including, but not limited to, any loan from or agreement of any type with a third-party

lender.

(e)

No approval, authorization, order, license, permit, franchise, or consent of, or registration, declaration, qualification,

or filing with, any Governmental Authority or other Person is required in connection with the execution and delivery of this Amendment

by Borrower and the performance by Borrower of its obligations under this Amendment or any of the other Revolving Credit Documents (as

amended or modified hereby) to which it is a party, in addition to those that have already been obtained.

ARTICLE IV - REAFFIRMATION AND ACKNOWLEDGMENT

Section 4.01

Borrower hereby: (i) acknowledges, confirms and reaffirms in all respects the terms and provisions of, and confirms the validity and effectiveness

of, each of the Revolving Credit Documents (as amended or modified hereby) to which it is a party; (ii) acknowledges, confirms and reaffirms

its obligations, guarantees and grant of security interests under each of the Revolving Credit Documents (as amended or modified hereby)

to which it is a party; and (iii) confirms and agrees that it has no defenses to or counterclaims or offsets against any of its obligations

under any of the Revolving Credit Documents (as amended or modified hereby) to which it is a party (any such offset, defense or counterclaim

as may exist being hereby irrevocable waived by Borrower.

-2-

ARTICLE V - MISCELLANEOUS

Section 5.01

The amendments set forth in Article I above, respectively, are limited precisely as written and shall not be deemed to (a) be a

waiver of or amendment to any other term or condition of any Revolving Credit Document, or (b) prejudice any other right which each Lender

or the Administrative Agent may now have or may have in the future under or in connection with any Revolving Credit Document (as amended

or modified hereby). All of the terms and provisions of each Revolving Credit Document (as amended or modified hereby) are and shall remain

in full force and effect.

Section

5.02 From and after the Amendment Effective Date, (i) all references in the Loan Agreement to “this Amendment”, “hereto”,

“hereof”, “hereunder” or words of like import referring to the Loan Agreement shall mean the Loan Agreement (as

amended or modified hereby), and (ii) all references in the other Revolving Credit Documents to the “Loan Agreement”, “thereto”,

“thereof”, “thereunder” or words of like import referring to the Loan Agreement shall mean the Loan Agreement

(as amended or modified hereby). This Amendment shall constitute a Revolving Credit Document.

Section 5.03

This Amendment and the Revolving Credit Documents (as amended or modified hereby) sets forth the entire agreement of the parties hereto

with respect to the subject matter hereof.

Section 5.04

Neither this Amendment nor any provision hereof may be waived, amended or modified, except pursuant to a written agreement signed by each

of the parties hereto.

Section 5.05

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS

(EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES

HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.

Section 5.06

The general provisions of Article 10 of the Loan Agreement (as amended or modified hereby) are hereby incorporated by reference

into this Amendment, mutatis mutandis.

Section 5.07

This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute

an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature

page of this Amendment by telecopy, electronic "PDF" or other electronic means shall be effective as delivery of a manually

executed counterpart of this Amendment.

Section

5.08 The provisions of this Amendment are intended to be severable. Any provision of this Amendment held to be invalid, illegal or unenforceable

in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without

affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in

a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section

5.09 Borrower shall pay to or otherwise reimburse each Lender and the Administrative Agent upon demand all reasonable fees, costs and

expenses (including all reasonable fees and expenses of the Administrative Agent’s counsel) incurred by each Lender and the Administrative

Agent in connection with or arising out of the negotiation, preparation, review, execution and delivery of this Amendment.

Section 5.10

In consideration of each Lender’s and the Administrative Agent’s agreements contained in this Amendment, Borrower hereby irrevocably

releases and forever discharge each Lender, the Administrative Agent and the other Indemnitees (each, a “Released Person”)

of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express

warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which Borrower ever had

or now has against any Lender, the Administrative Agent or any other Released Person which relates, directly or indirectly, to any acts

or omissions of any Lender, the Administrative Agent or any other Released Person relating to the Revolving Credit Documents (as amended

or modified hereby) on or prior to the date hereof

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-3-

IN WITNESS WHEREOF, the parties hereto have caused this

Amendment to be duly executed as of the day and year first above written.

Borrower:

CCF OPCO LLC,

a Delaware limited liability company

By:

/s/ Julie Torkelson

Name:

Julie Torkelson

Title:

Chief Financial Officer

Administrative Agent and Lenders:

THE HUNTINGTON NATIONAL BANK, SUCCESSOR BY MERGER

TO VERITEX COMMUNITY BANK,

in its capacity as Administrative Agent and Class A Lender

By:

/s/ Daniel Keeton

Name:

Daniel Keeton

Title:

Senior Vice President

BUSEY BANK, SUCCESSOR BY MERGER TO CROSSFIRST BANK,

as Class A Lender

By:

/s/ Seth Allen

Name:

Seth Allen

Title:

Senior Vice President

B1BANK, SUCCESSOR BY MERGER TO OAKWOOD BANK,

as Class A Lender

By:

/s/ Matt Barker

Name:

Matt Barker

Title:

Vice President

SUNFLOWER BANK, N.A.,

as Class A Lender

By:

/s/ Bradley Haynes

Name:

Bradley Haynes

Title:

Senior Vice President

FUNDING TRUST, SERIES SPL-V,

statutory series of BP Funding Trust, a Delaware statutory trust, for itself and for no other series of BP Funding Trust, in its

capacity as Class B Lender and Class B Agent

By:

BasePoint

Administrative, LLC,

Not

in its individual capacity but solely as Administrator of BP Funding Trust

By:

/s/

Michael Petronio

Name:

Michael

Petronio

Title:

Authorized

Signatory

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