Katapult Holdings Inc 2025年度报告

Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to _____ Commission file number 001-39116 Katapult Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 84-2704291 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 5360 Legacy Drive, Building 2 Plano, TX 75024 (Address of principal executive offices)(Zip Code) (833) 528-2785Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☐No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ Based on the closing sale price of $8.01 for our common stock on The Nasdaq Capital Market on June30, 2025, the aggregate marketvalue of outstanding shares of common stock held by non-affiliates was approximately $23.3 million. This calculation excludes sharesof the registrant's common stock held by current executive officers, directors and stockholders that the registrant has concluded areaffiliates of the registrant. This determination of affiliate status is not a determination for other purposes. The number of shares of the registrant's common stock outstanding as of March9, 2026 was 4,765,058 DOCUMENTS INCORPORATED BY REFERENCE Portions of our Definitive Proxy Statement for our 2025 Annual Meeting, expected to be filed within 120 days of our fiscal year end,are incorporated by reference into Part III of this Annual Report on Form 10-K. KATAPULT HOLDINGS, INC. 2025 FORM 10-K ANNUAL REPORT Table of Contents Part I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem 6.[Reserved]Item 7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataConsolidated Balance SheetsConsolidated Statements of Operations and Comprehensive Income (Loss)Consolidated Statements ofMezzanine Equity and Stockholders’ DeficitConsolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsItem 9.Cha