Katapult Holdings (KPLT) Amends Aaron's Merger Terms, Expands Board

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Katapult Holdings (KPLT) filed amendments on June 17, 2026 to its merger agreement and stockholders agreement with Aaron's (via CCF Holdings LLC), originally signed December 11, 2025. The key change expands the post-merger board of directors from nine to ten members and adds Philip Bartow III as a named director designee alongside Lynn DeVault, Gene Schutt, and — if the merger closes after Katapult's 2026 annual stockholder meeting — Orlando Zayas. Any further increase beyond ten board members within three years of closing will require an 80% supermajority board vote, including at least one Jones Designee.

Katapult Holdings (KPLT) signed two amendments on June 17, 2026, to agreements tied to its planned merger with Aaron's — filing them with the SEC on June 18, 2026. The original merger agreement and a related stockholders agreement (both signed December 11, 2025) were each updated in a limited but concrete way.

What Changed

The main change in both documents is the same: the planned post-merger board of directors grows from nine members to ten members.

Along with that change, Philip Bartow III was added as a named director designee. According to the filing, the designated directors for one board class will be Lynn DeVault, Gene Schutt, Philip Bartow III, and — if the merger closes after Katapult's 2026 Annual Meeting of Stockholders — Orlando Zayas, who is currently Katapult's CEO and signed the stockholders agreement amendment on the company's behalf.

Board Size Guardrail

The updated stockholders agreement also sets a rule for the three years following the closing of the merger: expanding the board beyond ten members would require approval from at least 80% of the then-current board members, and that vote must include at least one "Jones Designee" (a director affiliated with the Jones group, a party to the stockholders agreement). This is a supermajority requirement — meaning a large share of the board, not just a simple majority, would have to agree before the board could grow further.

Background

The merger involves Katapult, two wholly-owned merger subsidiaries it created, CCF Holdings LLC (referred to as "CCFI"), and Aaron's Intermediate Holdco, Inc. The original deal was announced December 11, 2025. These amendments do not change the merger's financial terms — they are limited to board composition rules, according to the filing.

Key facts

Katapult Holdings, Inc. (KPLT) filed an 8-K on June 18, 2026

Two amendments signed June 17, 2026: First Amendment to Agreement and Plan of Merger and First Amendment to Stockholders Agreement

Original merger agreement dated December 11, 2025, between Katapult, CCF Holdings LLC (CCFI), and Aaron's Intermediate Holdco, Inc.

Post-merger board size increased from nine to ten members

Philip Bartow III added as a named director designee alongside Lynn DeVault, Gene Schutt, and (conditionally) Orlando Zayas

Orlando Zayas is Katapult's CEO and signed the Stockholders Agreement amendment

Board expansion beyond ten members within three years of closing requires 80% supermajority board vote, including at least one Jones Designee

Why it matters

These amendments are relatively narrow — they don't alter the merger's financial terms or deal structure — but board composition matters to investors because it shapes who will govern the combined company after the deal closes. Adding a tenth seat and naming Philip Bartow III signals that the parties have agreed on an additional director, which can reflect negotiated balance of influence between Katapult and the Aaron's/Jones-affiliated stakeholders. The 80% supermajority rule for any further board expansion is a governance protection, limiting either side's ability to dilute the other's board representation in the years immediately following the close.

Frequently asked

What merger is this amendment related to?

It relates to Katapult Holdings' planned merger with Aaron's Intermediate Holdco, Inc. and CCF Holdings LLC. The original merger agreement was signed on December 11, 2025.

What is the main change made by these amendments?

The post-merger board of directors was expanded from nine to ten members, and Philip Bartow III was added as a named director designee.

Who are the named director designees for the post-merger board?

Lynn DeVault, Gene Schutt, Philip Bartow III, and — if the merger closes after Katapult's 2026 Annual Meeting of Stockholders — Orlando Zayas (Katapult's current CEO).

Can the board be expanded further after the merger closes?

Within three years of closing, any increase beyond ten members requires approval from at least 80% of the board, and that approval must include at least one Jones Designee.

What the filing reported

1.01 Entry into a Material Agreement

9.01 Financial Statements & Exhibits