Bakkt (NYSE: BKKT) retires 0.00% $25M convertible debenture balance

Rhea-AI Filing Summary

Bakkt Holdings, Inc. redeemed the remaining principal on its 0.00% convertible debenture due June 18, 2026. On September 15, 2025, the company paid $7,875,000, which covered the outstanding principal of $7,500,000 plus a 5% payment premium, fully retiring the debenture.

The debenture originally had a principal balance of $25 million, sold in a private placement to YA II PN, LTD. Before redemption, the investor had converted $17,500,000 of principal into Bakkt Class A common stock.

Insights

Capital structure and credit analyst

Bakkt repays remaining $7.5M convertible debenture early, eliminating this debt.

Bakkt Holdings, Inc. originally issued a 0.00% convertible debenture with $25 million principal to YA II PN, LTD. As of the September 15, 2025 redemption, $17,500,000 had already been converted into Class A common stock, reducing the remaining principal to $7,500,000.

On the redemption date, Bakkt paid a total of $7,875,000, consisting of the $7,500,000 outstanding principal and a 5% payment premium, in line with the debenture terms. This is a cash outflow but removes the 0.00% convertible instrument due June 18, 2026 from the balance sheet.

The transaction means the capital structure impact now comes from the equity already issued on the earlier $17,500,000 of conversions, while the remaining debt component is fully settled. Future filings may give more detail on cash sources and strategic rationale around this early redemption.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

Registrant’s telephone number false 0001820302 0001820302 2025-09-15 2025-09-15 0001820302 us-gaap:CommonStockMember 2025-09-15 2025-09-15 0001820302 us-gaap:CommonClassAMember 2025-09-15 2025-09-15

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)

September 15, 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)

10000 Avalon Boulevard, Suite 1000,

Alpharetta, Georgia 30009

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 15, 2025 (the “Redemption Date”), Bakkt Holdings, Inc. (the “Company”) redeemed in full the Outstanding Principal Amount (as defined below) of the Company’s 0.00% convertible debenture due June 18, 2026 (the “Convertible Debenture”) for $7,875,000, which consisted of the Outstanding Principal Amount and a 5% payment premium, in accordance with the terms of the Convertible Debenture.

As previously reported, the Company entered into a Securities Purchase Agreement with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), on June 17, 2025, pursuant to which the Investor purchased the Convertible Debenture with a principal balance of $25 million from the Company in a private placement. As of the Redemption Date, the Investor had converted $17,500,000 of the Convertible Debenture into the Company’s Class A common stock, par value $0.0001 per share, leaving $7,500,000 (the “Outstanding Principal Amount”) outstanding, which Outstanding Principal Amount the Company redeemed in full.

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: September 15, 2025

/s/ Marc D’Annunzio

Name: Marc D’Annunzio

General Counsel and Secretary

FAQ

What did Bakkt Holdings (BKKT) announce regarding its convertible debenture?

Bakkt Holdings announced it fully redeemed the remaining principal on its 0.00% convertible debenture. On September 15, 2025, it paid $7,875,000, covering $7,500,000 of outstanding principal plus a 5% premium, eliminating this debt ahead of its June 18, 2026 maturity.

How large was Bakkt Holdings’ original convertible debenture with YA II PN, LTD.?

The original 0.00% convertible debenture issued to YA II PN, LTD. had a principal balance of $25 million. It was purchased in a private placement under a Securities Purchase Agreement dated June 17, 2025, providing Bakkt with non-interest-bearing convertible financing.

How much of Bakkt Holdings’ debenture was converted into Class A common stock?

Before the final redemption, the investor had converted $17,500,000 of the debenture’s principal into Bakkt Class A common stock. These conversions reduced the principal to $7,500,000, which the company later redeemed entirely with an added 5% payment premium.

What cash payment did Bakkt Holdings make to retire the remaining debenture?

To retire the remaining debenture, Bakkt paid a total of $7,875,000 on September 15, 2025. This amount included the $7,500,000 outstanding principal, called the Outstanding Principal Amount, plus a 5% payment premium required under the debenture terms.

When was Bakkt Holdings’ 0.00% convertible debenture originally scheduled to mature?

Bakkt’s 0.00% convertible debenture was originally due on June 18, 2026. By redeeming the Outstanding Principal Amount plus a 5% premium on September 15, 2025, the company settled the obligation earlier than its stated maturity date under the agreed terms.