{"url_path":"/sec/kplt/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1785424/0001104659-26-094116-index.html","accession_number":"0001104659-26-094116","cik":"0001785424","ticker":"KPLT","issuer_name":"Katapult Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1785424/0001104659-26-094116-index.html","primary_entity_key":"0001785424","primary_entity_name":"Katapult Holdings, Inc."},"word_count":1616,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain Officers; Election of\nDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\nIn connection and concurrently with the execution\nand delivery of the Merger Agreement, certain equityholders of Aaron’s and CCFI entered into a stockholders agreement, dated December 11,\n2025 (the “Initial Stockholders Agreement”), as amended by the First Amendment to the Stockholders Agreement, dated\nJune 17, 2026 (the “Amendment to the Stockholders Agreement,” and together with the Initial Stockholders Agreement,\nthe “Stockholders Agreement”). Pursuant to the Stockholders Agreement, certain actions were effected in connection\nwith the closing of the Mergers.\n\n \n\n \n\n \n\n \n\nThe below description of the actions taken pursuant\nto the Stockholders Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Initial Stockholders Agreement and the Amendment to the Stockholders Agreement, copies of which are attached to this Current\nReport on Form 8-K as Exhibits 10.10 and 10.11, respectively, and are incorporated herein by reference.\n\n \n\n**Resignation of Directors**\n\n \n\nIn accordance with the Merger Agreement and the\nStockholders Agreement, effective as of the Closing, each of Philip Bartow, III, Don Gayhardt, Derek Medlin, Orlando Zayas and Gregory\nZink resigned from the board of directors of Katapult (the “Board”). The resignations of the directors were not a result\nof any disagreement with Katapult relating to Katapult’s operations, policies or practices.\n\n \n\n**Appointment of Directors**\n\n \n\nIn accordance with the Merger Agreement and the\nStockholders Agreement, effective as of the Closing, the size of the Board was increased to ten directors and the following individuals\nwere appointed to the Board as directors in the classes set forth below: Jennifer Baldock, Philip Bartow, III, Lynn DeVault, Kyle\nHanson, Michael Heller, William Jones, III, Cory Miller, Eugene Schutt, Orlando Zayas and Gregory Zink. Kyle Hanson will serve as\nthe Executive Chairman of the Board and Jennifer Baldock will serve as Lead Director of the Board.\n\n \n\nFollowing the Closing, the classes of the Board\nare as follows:\n\n \n\n·Class A Directors: Jennifer Baldock, Michael Heller and Cory\nMiller\n\n \n\n·Class B Directors: Philip Bartow, III, Lynn DeVault, Eugene\nSchutt and Orlando Zayas\n\n \n\n·Class C Directors: Kyle Hanson, William Jones, III and Gregory\nZink\n\n \n\nThe term of each of the Class A, Class B\nand Class C directors expires at Katapult’s 2027 annual meeting of stockholders, 2028 annual meeting of stockholders and 2029\nannual meeting of stockholders, respectively.\n\n \n\nFollowing the Closing, the Committees of the Board\nare as follows:\n\n \n\n·Audit Committee: Eugene Schutt (Chair), Philip Bartow, III, Michael\nHeller and Gregory Zink\n\n \n\n·Compensation Committee: Michael Heller (Chair), Jennifer Baldock and\nEugene Schutt\n\n \n\n·Nominating & Corporate Governance Committee: Lynn DeVault\n(Chair), Jennifer Baldock, Philip Bartow, III and Gregory Zink\n\n \n\nOther than pursuant to the Merger Agreement and\nthe Stockholders Agreement, there were no arrangements or understandings between Katapult’s newly appointed directors and any person\npursuant to which they were elected. Other than as described in the section titled “Certain Relationships and Related Party Transactions”\nin the Registration Statement, none of Katapult’s newly appointed directors has a direct or indirect material interest in any transaction\nrequired to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nEach of the newly appointed directors, other than\nMr. Hanson and Mr. Miller, will participate in and receive the compensation that is provided for pursuant to Katapult’s\nNon-Employee Director Compensation Policy, which was approved by the Board in connection with the Closing and is attached to this Current\nReport on Form 8-K as Exhibit 10.12 and is incorporated herein by reference.\n\n \n\n**Resignation of Executive Officers**\n\n \n\nIn accordance with the Merger Agreement and the\nStockholders Agreement, effective as of the Closing, Orlando Zayas resigned as Chief Executive Officer, Derek Medlin resigned as President\nand Chief Growth Officer and Nancy Walsh resigned as Chief Financial Officer.\n\n \n\n \n\n \n\n \n\nMr. Medlin will continue as an employee of Katapult in a non-executive officer capacity following the Closing. \n\n \n\nIn connection with their resignations, Orlando\nZayas and Nancy Walsh will each enter into a Separation Agreement and General Release of Claims and receive the severance payments and\nbenefits due on a termination by Katapult without “cause” in connection with a “change in control” consistent\nwith the terms of their Employment Agreements (including the form of Separation Agreements and General Release of Claims attached to the\nEmployment Agreements), copies of which are filed as exhibits to Katapult's Annual Report on Form 10-K for the year ended\nDecember 31, 2025, filed on March 11, 2026.\n\n \n\n**Appointment of Executive Officers**\n\n \n\nIn accordance with the Merger Agreement and the\nStockholders Agreement, effective as of the Closing, the Board appointed Kyle Hanson as Katapult’s Executive Chairman, Cory Miller\nas Katapult’s Chief Executive Officer and Russell Falkenstein as Katapult’s Chief Financial Officer. In addition, in connection\nwith the Closing, on August 11, 2026, the Board appointed William Baker as Katapult’s President and Douglass Noe as Chief Accounting\nOfficer.\n\n \n\nMr. Hanson, age 50, has served CCFI for over\n28 years, including as CCFI’s Executive Chairman and Chief Executive Officer since February 2023. Prior to becoming the Executive\nChairman and Chief Executive Officer, Mr. Hanson served as President of CCFI from May 2008 until February 2023. Mr. Hanson\nalso served as Chair of the Board of Aaron’s. Mr. Hanson also has served as a member of the Financial Service Centers of America\n(FiSCA) board of directors and as Chairman of the Board of Directors of Volunteers of America of Greater Ohio. Mr. Hanson holds a\nB.S. in communications from Ohio University.\n\n \n\nMr. Miller, age 52, has served as Chief Executive\nOfficer of The Aaron’s Company, Inc. since November 2024. Mr. Miller joined The Aaron’s Company, Inc. following the merger with IQVentures Holdings,\nLLC in 2024, having previously served as President of IQVentures since January 2024. Prior to that, Mr. Miller served in various\nroles of increasing responsibility at The Scotts Miracle-Gro Company for nearly 23 years, including serving as Executive Vice President\nand Chief Financial Officer from January 2021 to September 2022 and as Vice President of Finance, CFO of the Hawthorne Gardening\nCompany from April 2016 to January 2021. During his tenure with The Scotts Miracle-Gro Company, Mr. Miller also served\nas a member of the board of directors of AeroGrow International, Inc., one of Scotts Miracle-Gro Company’s subsidiaries from\nApril 2019 to February 2021. Prior to The Scotts Miracle-Gro Company, Mr. Miller was previously employed in the audit practice\nof Ernst & Young and was a member of the finance team at Borden Capital Management Partners. Mr. Miller holds a B.S. in\nbusiness administration with a specialization in accounting from Bowling Green State University and is a certified public accountant.\n\n \n\nMr. Falkenstein, age 38, has served as\nChief Financial Officer of The Aaron's Company, Inc. since February 2025. Mr. Falkenstein previously served The Aaron's Company, Inc. as Executive Vice\nPresident, Chief Operating Officer, Lease-to-Own from September 2023 to February 2025. Prior to that position, Mr. Falkenstein\nserved as The Aaron's Company, Inc.'s Senior Vice President, Chief Strategy, Analytics and Development Officer from December 2020 to September 2023.\nPrior to that position, he served as The Aaron's Company, Inc.'s Senior Vice President, Finance & Accounting from January 2020 to November 2020,\nVice President, Financial Planning & Strategic Analytics from February 2017 to December 2019, and Vice President, Corporate\nInitiatives from February 2016 to January 2017. Prior to joining Aaron’s, Mr. Falkenstein was a Senior Associate,\nAssociate and Analyst in Alvarez and Marsal’s Turnaround and Restructuring group from July 2010 to January 2016. Mr. Falkenstein\nholds a bachelor of business administration degree from The George Washington University and an M.B.A. from the Northwestern University\nKellogg School of Management.\n\n \n\nMr. Baker, age 45, has served as President\nof CCFI since July 2022. Prior to joining CCFI, Mr. Baker served as Curo Group Holdings Corp.’s President and Chief Operating\nOfficer from February 2021 to September 2022. Mr. Baker was an Executive Vice President of Curo from 2016 until February 2021,\nits Chief Marketing Officer from 2011 until 2016 and a Vice President of Marketing and Business Development from 2007 until 2011. Mr. Baker\nholds a B.S. in advertising communications from Gannon University.\n\n \n\n \n\n \n\n \n\nMr. Noe, age 57, has served as Senior\nVice President & Chief Accounting Officer of The Aaron’s Company, Inc. since May 2026. Prior to that position,\nMr. Noe served as Floor & Decor Holdings, Inc.’s Vice President, Corporate Controller from\nJanuary 2025 to April 2026. Prior to joining Floor & Decor, Mr. Noe served as the Vice President, Corporate\nController and Principal Accounting Officer of The Aaron's Company, Inc. from March 2021 to January 2025 and as Vice President,\nCorporate Controller from January 2021 to March 2021. Prior to joining Aaron’s, Mr. Noe served as Vice\nPresident, Controller of Acoustic, L.P. from August 2019 to December 2020. Prior to that he served as the Senior Vice\nPresident, Corporate Controller and Treasurer of Premiere Global Services, Inc. from June 2009 to August 2019.\nMr. Noe also served as the Vice President and Corporate Controller of ChoicePoint, Inc. from October 2006 to\nJune 2009. Mr. Noe holds a B.B.A. in accounting from the University of Georgia.\n\n \n\nThere are no family relationships between any of\nKatapult’s newly appointed executive officers and any director or other officer of Katapult, and other than pursuant to the Merger\nAgreement and the Stockholders Agreement, there are no arrangements or understandings between any of Katapult’s newly appointed\nexecutive officers and any other person pursuant to which such individuals were selected as officers of Katapult. Other than as described\nin the section titled “Certain Relationships and Related Party Transactions” in the Registration Statement, none of Katapult’s\nnewly appointed executive officers has a direct or indirect material interest in any transaction required to be disclosed pursuant to"}