Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Amendment to the Merger Agreement

On June 17, 2026, Katapult Holdings, Inc., a Delaware corporation ("Katapult") entered into an amendment (the "Amendment to the Merger Agreement") to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 11, 2025, 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"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

The Merger Agreement originally contemplated that the size of the Katapult Board would be increased to nine (9) members and that Lynn DeVault, Gene Schutt and Orlando Zayas would be appointed to the Katapult Board and placed in the class of the Katapult Board whose term ends at the second annual meeting of stockholders following the Closing. Pursuant to the Amendment to the Merger Agreement, the Katapult Board will be increased to ten (10) members and Philip Bartow III will be appointed to such class alongside Lynn DeVault, Gene Schutt and Orlando Zayas.

Amendment to the Stockholders Agreement

On June 17, 2026, Katapult entered into an amendment (the "Amendment to the Stockholders Agreement") to the Stockholders Agreement (the "Stockholders Agreement"), dated as of December 11, 2025, by and among Katapult and certain equityholders of Aaron's and CCFI.

The Stockholders Agreement originally contemplated that the size of the Katapult Board would be increased to nine (9) members and that Lynn DeVault, Gene Schutt and Orlando Zayas would be appointed to the Katapult Board and placed in the class of the Katapult Board whose term ends at the second annual meeting of stockholders following the Closing. Pursuant to the Amendment to the Stockholders Agreement, the Katapult Board will be increased to ten (10) members and Philip Bartow III will be appointed to such class alongside Lynn DeVault, Gene Schutt and Orlando Zayas.

The Stockholders Agreement also originally contemplated that for three (3) years following the Closing, any increase in the size of the Katapult Board above nine (9) directors will require approval of eighty percent (80%) of the members of the then current Katapult Board. Pursuant to the Amendment to the Stockholders Agreement, for three (3) years following the Closing, any increase in the size of the Katapult Board above ten (10) directors shall require the affirmative vote of at least eighty percent (80%) of the members of the then current Katapult Board; provided that such affirmative vote includes at least one (1) of Lynn DeVault or Will Jones (or any substitute director designated pursuant to the Stockholders Agreement to replace either Lynn DeVault or Will Jones).