[8-K] Bakkt Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Bakkt Holdings, Inc. announced it will amend its one-time management stock option grant proposal and have stockholders vote on the amended version at the reconvened special meeting on October 31, 2025 at 1:00 p.m. Eastern Time.

The company plans to describe the amended proposal in definitive additional proxy materials to be filed with the SEC before October 31, 2025. The October 7 meeting was opened and adjourned without opening the polls to allow more time to solicit proxies. This update focuses solely on the amended options proposal for management.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 10, 2025

Bakkt Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39544		98-1550750
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification Number)

One Liberty Plaza, One Liberty St., Ste. 305-306,

New York, New York 10006

Registrant’s telephone number, including area code: (678) 534-5849

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BKKT		The New York Stock Exchange
Warrants to purchase Class A Common Stock		BKKT WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 9, 2025, Bakkt Holdings, Inc. (the “Company”) filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). As previously reported, the special meeting of the Company’s stockholders (the “Special Meeting”) to approve the proposal of a one-time grant of options to select members of management to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (as defined and further described in the Proxy Statement, the “Options Proposal”), was called to order on October 7, 2025 and subsequently adjourned without opening the polls on the Options Proposal in order to allow the Company to solicit additional proxies with respect to the Options Proposal.

The Company today announced that it intends to amend the Options Proposal prior to the time the Special Meeting is scheduled to be reconvened on October 31, 2025 at 1:00 p.m. Eastern Time (such amended proposal, the “Amended Options Proposal”). As a result, the Company’s stockholders will be asked to consider and vote only on the Amended Options Proposal. The Company intends to describe the Amended Options Proposal in a current report on Form 8-K and in definitive additional proxy materials to be filed by the Company with the SEC prior to October 31, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities and Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the Company’s plans with respect to the Special Meeting and the Amended Options Proposal. Forward-looking statements can be identified by words such as “will,” “likely,” “expect,” “continue,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “projection,” “outlook,” “grow,” “progress,” “potential” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Such forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond the Company’s control.

You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the date on which such statements are made and are based on information available to us as of the date of this Current Report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

BAKKT HOLDINGS, INC.

Date: October 10, 2025

/s/ Marc D’Annunzio

Name: Marc D’Annunzio

General Counsel and Secretary

FAQ

What did Bakkt (BKKT) announce in this 8-K?

Bakkt plans to amend its one-time management stock option grant proposal and have stockholders vote on the amended version.

When will Bakkt reconvene its special meeting?

October 31, 2025 at 1:00 p.m. Eastern Time.

What will stockholders vote on at the reconvened meeting?

Only the amended one-time management option grant proposal.

Will Bakkt provide more details before the meeting?

Yes. The company intends to file definitive additional proxy materials with the SEC prior to October 31, 2025.

Why was the October 7, 2025 meeting adjourned?

It was adjourned without opening the polls to allow additional time to solicit proxies for the options proposal.

Which securities are listed for Bakkt (BKKT)?

Class A Common Stock (BKKT) and Warrants to purchase Class A Common Stock (BKKT WS) on the NYSE.