Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Merger Agreement

On December 11, 2025, Katapult Holdings, Inc. ( "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 ("Merger Sub 1"), Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of Katapult ("Merger Sub 2"), 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.

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.

Consideration

Subject to the terms and conditions of the Merger Agreement and the Contribution and Exchange Agreements (as defined below), (x) (1) immediately prior to Aaron's Merger Effective Time and subject to all conditions to Closing being met, the Aaron's MIP Holders will contribute and assign to Katapult, and Katapult will assume and acquire from the Aaron's MIP Holders, the Aaron's MIP Units in exchange for 943,580 shares of common stock, $0.0001 par value per share, of Katapult ("Katapult Common Stock") and (2) immediately prior to the CCFI Merger Effective Time and subject to all conditions to Closing being met, the CCFI MIP Holders will contribute and assign to Katapult, and Katapult will assume and acquire from the CCFI MIP Holders, the CCFI MIP Equity in exchange for 11,011,927 shares of Katapult Common Stock; and (y) (a) at the Aaron's Merger Effective Time, by virtue of the Aaron's Merger and without any further action on the part of any of the parties or any stockholder of Katapult or Aaron's, (i) any shares of common stock of Aaron's, par value $0.01 per share (the "Aaron's Common Stock") held as treasury stock or held or owned by Aaron's, Merger Sub 1, Aaron's MIP Holdings, LLC or any subsidiary of Aaron's immediately prior to the effective time of the Aaron's Merger will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor, and (ii) the aggregate equity interests of Aaron's outstanding as of immediately prior to the Aaron's Merger Effective Time (including shares of Aaron's Common Stock and any option or other rights to acquire Aaron's Common Stock but not including the Aaron's MIP Units, and excluding shares to be canceled pursuant to the preceding clause (i) and excluding shares of Aaron's Common Stock that are outstanding immediately prior to the effective time of the Aaron's Merger and which are held by stockholders who have exercised and perfected dissenters' rights for such shares of Aaron's Common Stock in accordance with the General Corporation Law of the State of Delaware, as amended) will be collectively converted solely into the right to receive an aggregate of 11,369,237 shares of Katapult Common Stock, for all such outstanding equity interests and (b) at the CCFI Merger Effective Time, by virtue of the CCFI Merger and without any further action on the part of Katapult, Merger Sub 2, CCFI or any stockholder of Katapult or unitholder of CCFI, (i) any units of CCFI (the "CCFI Units") held in treasury or held or owned by CCFI, Merger Sub 2 or any subsidiary of CCFI immediately prior to the effective time of the CCFI Merger will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor, (ii) the aggregate equity interests of CCFI outstanding as of immediately prior to the CCFI Merger Effective Time (including the CCFI Units and CCFI Phantom Units but not including the CCFI MIP Units, CCFI Options and CCFI Warrants, and excluding CCFI Units to be canceled pursuant to the preceding clause (i)) will be collectively converted solely into the right to receive an aggregate of 58,516,558 shares of Katapult Common Stock, (iii) 244,146 shares of Katapult Common Stock will be subject to the CCFI Warrants (assuming cashless exercise before closing) and (iv) vested CCFI Options that are outstanding shall, automatically and without any required action on the part of the holder or beneficiary thereof, be forfeited for no consideration. No fractional shares of Katapult Common Stock will be issued in the Mergers, and holders of Aaron's Common Stock and CCFI units, as applicable, will receive cash in lieu of fractional shares without interest.

Immediately following the consummation of the Mergers, the existing Katapult stockholders, CCFI unitholders and Aaron's stockholders, on a fully diluted basis, are expected to hold approximately 6.0%, 79.9% and 14.1%, respectively, of the issued and outstanding shares of the combined company.