Katapult Holdings (KPLT) Proxy filing summary

Executive summary

• On Nov. 3, 2025, HHCF Series 21 Sub, LLC invested $65.0m for 35,000 Series A and 30,000 Series B convertible preferred shares at $1,000 each.

• Series A proceeds repaid the term loan in full; Series B proceeds were allocated to partial revolver prepayment, transaction expenses and Board-approved general corporate purposes.

• Full conversion of both series would represent 5,474,800 common shares, or 54.5% of outstanding shares, subject to the 19.99% Ownership Limitation until stockholder approval.

Voting matters and shareholder proposals

• A stockholder vote is planned to remove the Ownership Limitation and permit conversion beyond Nasdaq’s 19.99% threshold; the meeting is to occur as promptly as practicable and no later than Feb. 27, 2026.

• Supporting stockholders agreed to vote their shares for removing the Ownership Limitation and related Board-recommended matters, and against proposals that impede approval.

• Series A holders generally vote with common stock on an as-converted basis; Series B generally has no voting rights, but both series have class consent rights over specified adverse changes and other protected matters.

Board of directors and corporate governance

• Brian Hirsch, Chris Masto and Jane J. Thompson resigned effective at closing; Philip Key Bartow III and Jeffrey Rubin joined as Class I directors, and Derek Medlin as a Class III director.

• Daniel Easley is to join as a Class III director after the required stockholder approval; Bartow and Rubin were found independent and appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees.

• HHCF may nominate three directors while it holds at least one-third of fully diluted voting power, with only two nominees permitted before stockholder approval; two nominees must meet independence and other qualification requirements.

• New non-employee directors receive a $50,000 annual Board retainer; Bartow and Rubin receive additional committee retainers, and each director receives $150,000 grant-date-value RSUs, prorated and subject to continued service.