Katapult Holdings, Inc. (KPLT) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Katapult Holdings, Inc. on November 25, 2025, covering events occurring on November 25 and 26, 2025. The filing addresses significant changes to the composition of the Company's Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and personnel changes rather than financial performance.
Material Changes
- Resignation: Jeffrey Rubin resigned as a member of the Board of Directors effective November 25, 2025. The resignation was not the result of any disagreement with the Company, its management, or the Board.
- Appointment: Gregory L. Zink was appointed as a Class I director effective November 26, 2025, to fill the vacancy left by Mr. Rubin. His initial term expires at the 2027 annual meeting of stockholders.
- Committee Assignments: Mr. Zink was concurrently appointed to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
- Background: Mr. Zink was designated to the Board by Hawthorn Horizon Credit Fund, LLC (Hawthorn) pursuant to a Director Nomination Agreement. He is considered independent under Nasdaq listing rules.
Compensation and Arrangements
Mr. Zink's compensatory arrangements include:
- Base Retainer: $50,000 annually for Board service.
- Committee Retainers: $10,000 for the Audit Committee, $7,500 for the Compensation Committee, and $5,000 for the Nominating and Corporate Governance Committee.
- Equity Grant: Restricted Stock Units (RSUs) with a grant date fair value of $150,000, prorated based on days until the next annual meeting. These vest on the date of the annual meeting, contingent on continued service.
Outlook and Risks
The filing does not contain forward-looking guidance, management commentary on operations, or specific risk factors beyond the standard disclosure that the resignation was not due to disagreement. The Company expects to enter into a standard director indemnification agreement with Mr. Zink.
Investor Verification Checklist
- Verify the independence status of Gregory L. Zink under current Nasdaq listing rules.
- Confirm the vesting schedule and specific terms of the $150,000 RSU grant in the Company's 2021 Incentive Plan.
- Review the Director Nomination Agreement with Hawthorn Horizon Credit Fund, LLC to understand the terms of board designation.
- Monitor the Company's upcoming 2027 annual meeting for the expiration of Mr. Zink's initial term.