Bakkt Holdings Inc SEC Filings

Bakkt Holdings, Inc. plans an at-the-market offering of up to $300,000,000 of its Class A common stock under a new sales agreement with multiple sales agents. Shares may be sold from time to time on the NYSE or through other permitted methods at prevailing, related or negotiated prices, with agents earning commissions of up to 3% of the gross sales price.

The company expects to use any net proceeds for working capital and general corporate purposes. Bakkt notes that issuing new shares will dilute existing holders; there were 25,529,359 shares of common stock outstanding as of January 14, 2026. An illustrative example in the filing shows the impact on book value and per-share dilution if the full $300,000,000 is raised. The document also highlights that additional share issuances, including potential stock consideration for the proposed DTR Acquisition if approved by shareholders, could further dilute investors and that the stock has experienced significant price volatility.

Intercontinental Exchange, Inc. and its subsidiary Intercontinental Exchange Holdings, Inc. report beneficial ownership of 8,380,362 shares of Bakkt Holdings Class A common stock, representing 32.3% of the class. This total includes 461,360 shares underlying replacement warrants that only gain voting power if exercised. The percentage is calculated against 25,514,376 shares outstanding as of January 7, 2026.

The filing explains that ICEH entered into a Voting and Support Agreement requiring it to vote all of its Bakkt shares in favor of Bakkt’s planned acquisition of Distributed Technologies Research Global Ltd and to restrict transfers of these shares until either 120 days after the DTR purchase agreement date or the Bakkt stockholder meeting to approve the deal. Bakkt and key holders, including ICEH, also agreed to an Amended and Restated Registration Rights Agreement that, after the DTR acquisition closes, will require Bakkt to file a resale registration statement for ICEH’s shares, related warrant shares, and the new shares issued as DTR acquisition consideration, with associated demand and piggyback registration rights and customary indemnification.

Bakkt Holdings, Inc. insider ownership and deal structure are updated in this Schedule 13D/A amendment. Akshay Sudhir Naheta, the company’s Chief Executive Officer and director, reports beneficial ownership of 3,199,732 shares of Class A common stock, representing 11.6% of the class. His position includes 1,087,151 shares, options for 1,308,725 shares, and 803,856 shares tied to performance-based restricted stock units that vest on stock price metrics.

The amendment reflects a Share Purchase Agreement under which Bakkt will acquire Distributed Technologies Research Global Ltd. (DTR), with Bakkt agreeing to issue additional Class A shares to Naheta as consideration, subject to stockholder approval and other closing conditions. Related arrangements include a Non-Competition Agreement, an Amended and Restated Registration Rights Agreement covering resale of certain Bakkt shares, and a Voting and Support Agreement under which directors, executives and key stockholders holding about 36.1% of Bakkt’s common stock agreed to vote in favor of the DTR transaction.

Bakkt Holdings, Inc. agreed to acquire Distributed Technologies Research Global Ltd. by issuing new Class A shares equal to 31.5% of its fully diluted Class A common stock immediately before closing, excluding warrants, subject to customary adjustments and conditions. Closing depends on stockholder approval, required regulatory clearances, and each party meeting its obligations, with an outside date of July 10, 2026, extendable to October 8, 2026. A fully independent special committee reviewed and unanimously approved the deal, and supporting holders owning about 36.1% of Bakkt’s common stock agreed to vote in favor.

In connection with the transaction, Bakkt entered into a non‑competition agreement with CEO Akshay Naheta, an amended and restated registration rights agreement to register the consideration shares and certain ICE holdings for resale, and voting and support agreements with key investors. Separately, Bakkt eliminated its Series A Non‑Voting Convertible Preferred Stock following automatic conversion and approved a corporate name change to “Bakkt, Inc.”, effective January 22, 2026, along with conforming bylaw amendments.

Bakkt Holdings, Inc. officer and Chief Accounting Officer Joseph Sean-Walsh Henderson reported a sale of company stock. On 12/19/2025, he sold 2,461 shares of Class A Common Stock at a price of $10.01 per share. The company states this sale represents shares sold to cover tax obligations related to the vesting of restricted stock units (RSUs). After this transaction, he beneficially owns 10,936 shares of Class A Common Stock, which includes 6,851 shares subject to RSU awards that are still subject to vesting.

Bakkt Holdings, Inc. announced that it plans to use its official X (formerly Twitter) account, @bakkt, as a channel for sharing material non-public information and for complying with Regulation FD disclosure requirements.

The company states that information posted on @bakkt may be deemed material and that investors should monitor this account along with its investor relations website, press releases, SEC filings, and public conference calls and webcasts. It also clarifies that this communication is furnished under Regulation FD and is not deemed filed or incorporated by reference into other securities law filings unless specifically incorporated by reference.

Bakkt Holdings, Inc. has updated how it presents its past financial results to reflect the sale of its loyalty and travel redemption business. The company previously sold all equity interests in several subsidiaries that made up this Loyalty Business, and management determined the business should be treated as a discontinued operation under accounting rules as of September 30, 2025.

As a result, Bakkt is recasting the financial information and related discussion in its Annual Report for the year ended December 31, 2024 to remove the Loyalty Business from continuing operations. Updated versions of Management’s Discussion and Analysis and the audited financial statements are being filed as an exhibit, along with a re-dated auditor’s report that reflects the recast and subsequent events, while all other disclosures from the original Annual Report remain unchanged.