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

Rhea-AI Filing Summary

Bakkt Holdings, Inc. appointed Lyn Alden (listed as Madelyn Alden Schwartzer) to its Board as a Class II director on October 19, 2025, after increasing the Board size from seven to eight members.

The Board determined she is independent under New York Stock Exchange requirements and disclosed no related‑party transactions under Item 404(a). She will receive the standard non‑employee director compensation as described in Bakkt’s April 28, 2025 proxy statement.

Bakkt will enter into an indemnification agreement with Ms. Schwartzer consistent with Delaware law, using the form previously filed as Exhibit 10.7 on October 21, 2021.

Insights

Corporate governance analyst

Routine board expansion and independent director appointment.

Bakkt expanded its board to eight and named Lyn Alden (Madelyn Alden Schwartzer) a Class II director. The filing notes NYSE independence and no related‑party transactions, signaling standard governance practice.

Compensation follows the existing director program referenced in the April 28, 2025 proxy, and Bakkt will execute a Delaware‑law indemnification agreement using its previously filed form. These steps are typical for onboarding an independent director.

This action affects governance composition rather than near‑term financials. Subsequent filings may detail any committee assignments if made.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 19, 2025

Bakkt Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39544

98-1550750

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Liberty Plaza 1 Liberty Street, Floor 3, Suite 305-306, New York, New York						10006
(Address of principal executive offices)						(Zip Code)

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2025, Bakkt Holdings, Inc.’s (the “Company”) Board of Directors (the “Board”) increased the size of the Board from seven to eight members and, upon the recommendation of its Nominating and Corporate Governance Committee, appointed Madelyn Alden Schwartzer, a/k/a Lyn Alden, to serve as a Class II director to fill the newly created vacancy.

The Board has determined that Ms. Schwartzer is independent and meets the applicable independence requirements of the New York Stock Exchange.

There are no transactions between the Company and Ms. Schwartzer that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Ms. Schwartzer or any other person pursuant to which Ms. Schwartzer was selected to serve as a director of the Board.

Ms. Schwartzer, age 38, is a private investor and best-selling author. Since 2021, she has served on the Board of Electric Solidus Inc. (dba Swan Bitcoin), a Bitcoin financial services firm. Since 2022, she has been a founding advisor and, since 2024, a general partner, at Ego Death Capital, a bitcoin focused venture firm. In 2016 she founded Lyn Alden Media LLC, a private research firm. Previously, from 2009 to 2021, she held various engineering positions at the Federal Aviation Administration. In 2023 she authored the international bestselling book Broken Money about the past, present, and future of money through the lens of technology. Ms. Schwartzer’s work has been editorially featured or cited in the Wall Street Journal, the Financial Times, The New York Times, Business Insider, Marketwatch, Time’s Money Magazine, The Philadelphia Inquirer, The Street, CNBC, and US News and World Report. Ms. Schwartzer received a Bachelor of Science degree in Electrical Engineering from the Pennsylvania State University and a Master’s degree in Engineering Management from Rowan University.

Ms. Schwartzer will receive the standard non-employee director compensation for serving on the Board. The specific terms of such compensation were described in the Company’s proxy statement on Schedule 14A for the Company’s 2025 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission on April 28, 2025.

In connection with the appointment of Ms. Schwartzer as a member of the Board, the Company will enter into an Indemnification Agreement with Ms. Schwartzer pursuant to which the Company will agree to indemnify Ms. Schwartzer to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company and to advance her expenses incurred as a result of any proceeding against her to which she could be indemnified.

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of such Indemnification Agreement, the form of which is filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 21, 2021 and incorporated in this Item 5.02 by reference.

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.

Dated: October 20, 2025

			BAKKT HOLDINGS, INC.
			By:			/s/ Marc D'Annunzio
			Name:			Marc D’Annunzio
			Title:			General Counsel and Secretary

FAQ

What did Bakkt (BKKT) announce regarding its Board?

Bakkt increased its Board from seven to eight members and appointed Madelyn Alden Schwartzer (Lyn Alden) as a Class II director on October 19, 2025.

Is the new Bakkt (BKKT) director considered independent?

Yes. The Board determined Ms. Schwartzer is independent under New York Stock Exchange requirements.

Were any related‑party transactions disclosed for the new Bakkt (BKKT) director?

No. The filing states there are no transactions requiring disclosure under Item 404(a) of Regulation S‑K.

How will the new Bakkt (BKKT) director be compensated?

She will receive standard non‑employee director compensation as outlined in Bakkt’s April 28, 2025 proxy statement.

Does Bakkt (BKKT) have an indemnification agreement with the new director?

Yes. Bakkt will enter into an indemnification agreement consistent with Delaware law, using the form filed as Exhibit 10.7 on October 21, 2021.

What class of directorship will Lyn Alden hold at Bakkt (BKKT)?

She was appointed as a Class II director.