Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On August 11, 2026, Karen Alexander, Chief Financial Officer and principal financial officer of Bakkt, Inc. (the “Company”), and the Company agreed that Ms. Alexander would cease serving as the Company’s Chief Financial Officer and principal financial officer, and that her employment with the Company would terminate, in each case effective August 14, 2026 (the “Transition Date”). Ms. Alexander’s separation from the Company is not a result of any disagreement with other members of the Company’s management or the Company’s external auditor.
In connection with her departure, the Company and Ms. Alexander entered into a Transition Agreement and General Release (the “Transition Agreement”), pursuant to which the Employment Agreement, by and between the Company and Ms. Alexander, dated October 12, 2022 (the “Alexander Employment Agreement”), was superseded and replaced, except for certain provisions that survive as provided in the Transition Agreement. Ms. Alexander is serving as a consultant in the role of Advisor to the General Counsel and Chief Financial Officer and providing transition services, as requested by the Company, to facilitate an effective transition of her job responsibilities to her successor, until December 31, 2026 (the “Transition Period”), and Ms. Alexander shall continue to cooperate with the Company during the Transition Period. In consideration for such services, during the Transition Period, Ms. Alexander will receive consulting fees at an annualized rate of $400,000, subject to her continued service. In addition, pursuant to the Transition Agreement, Ms. Alexander will receive (i) an amount equal to 2% of the amounts actually recovered by the Company in connection with the Specified Arbitration (as defined in the Transition Agreement), up to a maximum payment of $160,000, and (ii) a cash payment of $200,000 in exchange for the forfeiture and cancellation of all of Ms. Alexander’s otherwise unvested equity awards, including all of her unexercised stock options, other than two tranches of optional stock options that will remain outstanding and exercisable as provided in the Transition Agreement (collectively, the “Separation Consideration”), in lieu of any and all severance or termination payments and benefits under Section 7 of the Alexander Employment Agreement. Ms. Alexander’s right to receive the Separation Consideration is subject to the Transition Agreement becoming effective and irrevocable in accordance with its terms, Ms. Alexander’s execution and non-revocation of the Supplemental Release (as defined in the Transition Agreement), and her continued material compliance with the terms of the Transition Agreement. In addition to the Separation Consideration, the Company has agreed to pay the employer portion of Ms. Alexander’s COBRA premiums for continued group medical, dental, vision, and prescription drug coverage for up to twelve (12) months following the Transition Date, subject to earlier cessation if Ms. Alexander becomes eligible for group health coverage from a subsequent employer. The Transition Agreement further includes a cooperation covenant, providing that, following the Transition Date, Ms. Alexander will cooperate reasonably with the Company, including in connection with (i) the transition of her former duties, (ii) any audit, review, or preparation of the Company’s financial statements or filings with respect to periods during which Ms. Alexander served as Chief Financial Officer, and (iii) any investigation, litigation, arbitration, regulatory matter, or other proceeding relating to matters within Ms. Alexander’s knowledge during her employment. The Company may terminate the Transition Period and accelerate the Separation Date only in the event of (i) Ms. Alexander’s material breach of the Transition Agreement or the Surviving Provisions that, if curable, remains uncured after written notice and a ten (10)-day opportunity to cure, or (ii) certain “cause” conduct by Ms. Alexander, in which case Ms. Alexander would forfeit any then-unpaid Separation Consideration, the remaining consulting fees, and the Company-paid COBRA subsidy, except as required by applicable law or as the parties may otherwise agree in writing. Pursuant to the Supplemental Release, Ms. Alexander will generally and completely release the Releasees (as defined in the Transition Agreement) from, and agrees not to sue concerning, any and all claims against any of the Releasees, whether known or unknown, subject to certain exclusions and carve-outs.
The foregoing descriptions of the Alexander Employment Agreement and the Transition Agreement are qualified in their entirety by reference to the Alexander Employment Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2022, and the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Appointment of Chief Financial Officer
On August 11, 2026, the Company appointed Matt White to serve as Chief Financial Officer and principal financial officer of the Company, effective as of August 17, 2026, until the earliest of Mr. White’s removal, termination, or resignation from such office.
Mr. White, age 44, brings more than two decades of public company financial experience across technology, payments, capital markets and corporate strategy. Prior to joining Bakkt, he served as CFO, Vice President and Corporate Secretary of CoreCard Corporation (NYSE: CCRD), a publicly traded payment technology company, where he was a key member of the executive leadership team through the Company’s growth and subsequent acquisition by Euronet Worldwide in October 2025. During his time at CoreCard, Mr. White also served as a Board member of CoreCard Strategic Investments. Before CoreCard, Mr. White held progressive roles in accounting and finance at Equifax and Humana and more than six years at Deloitte, rising to Senior Manager in the audit practice. He earned a master’s degree in accountancy from the University of Georgia, a Bachelor of Arts in accounting from Transylvania University, and is a licensed Certified Public Accountant.
In connection with Mr. White’s appointment as Chief Financial Officer and principal financial officer, the Company and Mr. White entered into an Employment Agreement, dated August 11, 2026 (the “White Employment Agreement”), pursuant to which Mr. White will receive an annual base salary of $300,000 and is eligible to receive a discretionary annual bonus. In addition, Mr. White will receive a one-time grant of 90,000 restricted stock units (“RSUs”) and 60,000 options to purchase shares of the Company’s Class A Common Stock (“Options”), with an exercise price of $10.00 per share. Subject in each case to Mr. White’s continued service to the Company on the applicable vesting date, 35,000 RSUs will vest on the first anniversary of the grant date, 35,000 RSUs will vest on the second anniversary of the grant date and 20,000 RSUs will vest on the third anniversary of the grant date, and the Options will vest in three equal annual installments on the first, second and third anniversaries of the grant date, and will have an exercise period of two years following the applicable vesting date, subject to Mr. White’s continued employment with the Company. The RSUs and Options will be granted as inducement awards pursuant to NYSE Listed Company Manual Section 303A.08 and without shareholder approval.