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

Rhea-AI Filing Summary

Bakkt Holdings (BKKT)2,000,000 shares of Class A common stock.

The proposal passed with 10,809,572 votes for, 1,001,367 against, and 7,753 abstentions. The company filed the form of Option Award Agreement as Exhibit 10.1.

Insights

Equity Compensation Analyst

Shareholders approved management options for up to 2,000,000 shares; governance-compliant but adds potential dilution.

On October 31, 2025, shareholders of Bakkt Holdings, Inc. approved granting options to select members of management to purchase up to 2,000,000 shares of Class A Common Stock. The vote passed with 10,809,572 for, 1,001,367 against, and 7,753 abstentions. The Form of Option Award Agreement is filed as Exhibit 10.1 and governs the award terms.

This action authorizes equity-based compensation and introduces potential dilution if options are exercised. The filing links this approval to Item 5.02 (compensatory arrangements), indicating it is part of the company’s formal compensation framework. The scope is limited to the stated share amount; any dilution will depend on vesting, exercise, and actual take-up under the award agreement.

Key items to watch include the specific terms in Exhibit 10.1, the timing of grants, and any subsequent exercises that convert options into shares. The Special Meeting outcome on October 31, 2025 and the execution dated November 3, 2025 set the near-term timeline; ongoing effects arise only upon grant, vesting, and exercise.

11/03/2025 - 03:50 PM

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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 31, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2025, Bakkt Holdings, Inc. (the “Company”) called to order the special meeting of the Company’s shareholders (the “Special Meeting”) in accordance with the Notice of Special Meeting of Stockholders (the “Proxy Statement”) dated September 9, 2025, filed with the Securities and Exchange Commission (the “SEC”), as supplemented by the current report on Form 8-K filed by the Company with the SEC on October 22, 2025 (the “Supplemental Solicitation Materials”). At the Special Meeting, the shareholders approved the grant of options (the “Options”) to select members of management to purchase up to 2,000,000 shares of Class A Common Stock (such Common Stock, the “Class A Common Stock”, and such proposal, the “Options Proposal”).

A summary of the material terms of the Options is set forth in the Proxy Statement, as supplemented and amended by the Supplemental Solicitation Materials, which is qualified in its entirety by reference to the form of award agreement in respect of the Options, which is attached to this Current Report on Form 8-K and incorporated by reference into this Item.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The disclosure in Item 5.02 is incorporated into this Item 5.07 by reference.

At the Special Meeting, the Company’s shareholders voted on the proposal as follows:

Proposal 1: The Options Proposal

The Company’s shareholders approved the Options Proposal. The votes were cast as follows:

For		Against		Abstain		Broker Non-Votes
10,809,572		1,001,367		7,753		0

Item 9.01 Exhibits.

Exhibit No.		Description
*10.1		Form of Option Award Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Represents a management contract, compensatory plan or arrangement.

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: November 3, 2025

/s/ Marc D’Annunzio

Name: Marc D’Annunzio

General Counsel and Secretary