Bakkt, Inc. 8-K Filings

Bakkt, Inc. reported Q2 2026 results with GAAP net income of $80.8 million, or $1.96 basic and $1.94 diluted EPS, compared with a net loss of $14.7 million in Q2 2025. Profitability was driven primarily by a $98.5 million non-cash gain from the change in fair value of Transchem warrants and a $1.4 million non-cash gain on a legacy warrant liability.

Total revenue was $170.1 million, down 70.0% from $568.1 million a year earlier, reflecting client transitions and weaker industry trading volumes; most revenue is offset by $169.3 million of crypto costs and execution, clearing and brokerage fees. Adjusted EBITDA loss widened to $11.8 million from $9.8 million. Cash, cash equivalents and restricted cash were $50.7 million as of June 30, 2026, up from $27.5 million at year-end, with no long-term debt, supported by equity raises totaling about $69.6 million. Total Transacting Volume was $168.8 million in Q2 and $410.0 million year to date, while Strategic Asset Value from Bakkt Global positions was $118.5 million, including the Transchem warrants carried at $107.9 million.

Bakkt, Inc. amended a prior report to replace an exhibit with revised audited 2025 consolidated financial statements for its recently acquired subsidiary, Distributed Technologies Research Global Ltd (DTR Global), a Cyprus-based fintech software group. DTR Global reported total assets of EUR 4,534,675, largely comprising intangible assets of EUR 3,695,885, including goodwill and crypto assets, and cash and bank balances of EUR 373,857.

Equity at year-end was EUR 3,397,943, built on share capital of EUR 11,768,611 and additional capital contributions, offset by an accumulated loss of EUR 8,452,978. For 2025 the group recorded a loss of EUR 8,435,181, driven by general and administrative expenses of EUR 5,234,668 and impairment expenses of EUR 3,205,828, mainly a write-off of a related-party balance. Current liabilities totaled EUR 1,136,732, primarily amounts due to related parties and other payables. Subsequent to year-end, the group was acquired by Bakkt Holdings, Inc..

Bakkt, Inc. filed an amended report to add audited 2025 and unaudited Q1 2026 financial statements for Distributed Technologies Research Global Ltd. (“DTR”) and unaudited pro forma condensed combined results reflecting Bakkt’s April 30, 2026 acquisition of 100% of DTR, paid in 11,316,775 Bakkt Class A shares plus up to 725,592 additional shares tied to warrants.

DTR is a fintech software provider formed in 2024. It generated €41,909 of revenue and a net loss of €1,278,639 in Q1 2026, after a €8,435,185 net loss in 2025, and held goodwill of €3,692,268 and total assets of €5,108,737 at March 31, 2026.

The deal, a related‑party transaction with CEO Akshay Naheta, produces preliminary purchase accounting effects including $20,690 thousand of identified intangible assets and additional goodwill, with new amortization expense of about $5,719 thousand annually. On a pro forma basis, 2025 combined net loss would have been $147,494 thousand versus Bakkt’s standalone $132,232 thousand, and Q1 2026 combined net loss $14,581 thousand versus $11,650 thousand, while pro forma basic loss per share improves because of the larger share count.

Bakkt, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 23, 2026. Stockholders elected Michael Alfred and Lyn Alden as Class II directors to serve until the 2029 Annual Meeting or until their successors are elected and qualified.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the selection of Grant Thornton LLC as independent auditors for the fiscal year ending December 31, 2026. Voting was based on 30,761,371 Class A shares entitled to vote, with 18,919,712 shares present in person or by proxy.

Bakkt, Inc. disclosed that Transchem Ltd.’s Preferential Issue Committee approved the allotment of 47,500,000 warrants to its subsidiary, Bakkt Opco Holdings, LLC. These warrants entitle the holder to acquire ordinary shares of Transchem in line with the terms of a previously approved preferential allotment.

The company paid $9,409,784 for the warrants, described as 25% of the total subscription amount, reflecting an initial cash outlay tied to this investment in the Indian-listed company Transchem.

Bakkt, Inc. reported Q1 2026 revenue of $243.6 million, down from $1,065.8 million in Q1 2025, as lower crypto trading volumes reduced activity. Operating expenses were $260.5 million, yielding a net loss attributable to Bakkt of $11.7 million versus $7.7 million net income a year earlier.

Adjusted EBITDA loss widened to $13.7 million from $11.7 million. Cash, cash equivalents and restricted cash were $82.6 million as of March 31, 2026, and the company reported no long-term debt. Bakkt also closed its all-stock acquisition of Distributed Technologies Research and highlighted three growth engines: Markets, Agent and Global.

Bakkt, Inc. completed its acquisition of Distributed Technologies Research Global Ltd. through its Cyprus subsidiary Bividen Limited, paying in stock rather than cash. At closing, Bakkt issued 11,316,775 shares of Class A common stock as consideration to DTR’s beneficial holders.

The deal structure is tied to 31.5% of Bakkt’s fully diluted equity (excluding warrants) before closing, adjusted by 196,532 shares based on shareholder loans and excess transaction costs using a $8.65 volume‑weighted average price. Bakkt may issue up to an additional 725,592 shares if certain pre‑existing warrants are exercised. Following closing, CEO Akshay Naheta beneficially owns 11,127,563 shares, or about 22.3% of Bakkt’s securities, and the transaction triggered a change in control for reporting purposes.

Bakkt, Inc. reconvened a special stockholder meeting and obtained approval to issue additional Class A common shares in connection with its acquisition of Distributed Technologies Research Global Ltd. (DTR). This issuance will equal 31.5% of Bakkt’s Class A common stock and other fully converted equity outstanding immediately before the deal closes, excluding warrants, and will be issued to DTR’s beneficial owners, including CEO Akshay Naheta.

At the reconvened meeting, stockholders representing 13,266,200 Class A shares, or about 51.49% of eligible voting power, were present, satisfying quorum requirements. The Issuance Proposal passed with 12,999,817 votes for, 229,734 against, and 36,649 abstentions, so a separate adjournment vote was not needed.

Bakkt, Inc. adjourned its special stockholder meeting to a later date to secure enough votes for a key share issuance proposal tied to its acquisition of Distributed Technologies Research Global Ltd. (DTR). The vote seeks approval to issue Class A Common Stock to DTR’s beneficial owners, including Akshay Naheta, under New York Stock Exchange rules.

As of close of business on March 23, 2026, proxies representing approximately 48.2% of shares outstanding had been submitted, with about 99.1% of those votes cast in favor of the issuance proposal. The meeting lacked a quorum and was adjourned to reconvene virtually on April 17, 2026, using the existing February 10, 2026 record date. Previously submitted proxies remain valid unless withdrawn, and no changes were made to the proposals.

Bakkt, Inc. reported full-year 2025 results showing a business in transition, with GAAP revenue of $2,335.2 million, down 32.1% year-over-year due to lower crypto trading volume.

The company posted a GAAP net loss of $132.2 million, including a $34.6 million loss from discontinued operations tied to the sale of its Loyalty business. Adjusted EBITDA was a loss of $32.7 million, an improvement of 42.9% year-over-year as operating efficiency and other income improved.

Bakkt completed roughly $100 million of strategic capital raises, eliminated long-term debt, simplified its structure by collapsing its Up-C into a single-class common stock, and exited non-core custody and loyalty operations. The company is repositioning around three engines—Bakkt Markets, Bakkt Agent, and Bakkt Global—and has agreed to acquire Distributed Technologies Research to expand stablecoin and programmable finance capabilities.

Bakkt, Inc. has completed a registered direct offering raising approximately $48.125 million from a single institutional investor. The company sold 3,024,799 shares of Class A common stock and pre-funded warrants to purchase 2,475,201 additional shares at $8.75 per share and $8.7499 per pre-funded warrant.

The deal was conducted under an effective Form S-3 shelf registration and closed on or around March 2, 2026. Bakkt plans to use the net proceeds for working capital, general corporate purposes and strategic initiatives. Pre-funded warrants carry a $0.0001 exercise price and include a 9.90% beneficial ownership cap, adjustable at the holder’s election after 61 days. The company, along with its officers and directors, agreed to 45-day lock-ups restricting additional equity sales. Cohen & Company Capital Markets acted as sole placement agent on a reasonable best efforts basis and will receive a 3% fee on gross proceeds.

Bakkt Holdings, Inc. entered into a Sales Agreement allowing it to sell, from time to time, up to an aggregate sales price of $300,000,000 of its Class A common stock through a group of designated sales agents. These sales may be conducted as an "at the market offering" under Rule 415, including ordinary broker transactions on the New York Stock Exchange, block trades, or other permitted methods at market-related or negotiated prices.

The shares will be offered under Bakkt’s effective Form S-3 shelf registration statement, as supplemented by a prospectus supplement dated January 20, 2026. Bakkt is not obligated to sell any shares under this arrangement, will pay the sales agents a commission on any shares sold plus certain reimbursable expenses, and may terminate the agreement on three business days’ notice.

Bakkt Holdings, Inc. filed a current report outlining preliminary financial results for the quarter and year ended December 31, 2025, which are unaudited, subject to adjustment, and expected to be finalized with its upcoming annual report and discussed on a conference call in March.

Bakkt also described a dispute arising from the October 1, 2025 sale of its loyalty and travel redemption business. Its subsidiary Opco claims the purchaser failed to return approximately $5 million of so‑called Wrong Pockets Cash and has filed a breach of contract complaint in Delaware Superior Court. Opco also loaned approximately $5 million under subordinated notes and plans to enforce its rights for any unpaid amounts.

In addition, the company highlighted an India-focused strategy through an agreement to subscribe to 47,500,000 warrants of Transchem Ltd. for about $10 million. The warrants are exercisable within 18 months and include an option for additional warrants, alongside Transchem’s exploration of acquiring an Indian stock broking firm, with potential future updates on structure, branding, and governance changes.

Bakkt Holdings, Inc. agreed to acquire Distributed Technologies Research Global Ltd. by issuing new Class A shares equal to 31.5% of its fully diluted Class A common stock immediately before closing, excluding warrants, subject to customary adjustments and conditions. Closing depends on stockholder approval, required regulatory clearances, and each party meeting its obligations, with an outside date of July 10, 2026, extendable to October 8, 2026. A fully independent special committee reviewed and unanimously approved the deal, and supporting holders owning about 36.1% of Bakkt’s common stock agreed to vote in favor.

In connection with the transaction, Bakkt entered into a non‑competition agreement with CEO Akshay Naheta, an amended and restated registration rights agreement to register the consideration shares and certain ICE holdings for resale, and voting and support agreements with key investors. Separately, Bakkt eliminated its Series A Non‑Voting Convertible Preferred Stock following automatic conversion and approved a corporate name change to “Bakkt, Inc.”, effective January 22, 2026, along with conforming bylaw amendments.

Bakkt Holdings, Inc. announced that it plans to use its official X (formerly Twitter) account, @bakkt, as a channel for sharing material non-public information and for complying with Regulation FD disclosure requirements.

The company states that information posted on @bakkt may be deemed material and that investors should monitor this account along with its investor relations website, press releases, SEC filings, and public conference calls and webcasts. It also clarifies that this communication is furnished under Regulation FD and is not deemed filed or incorporated by reference into other securities law filings unless specifically incorporated by reference.

Bakkt Holdings, Inc. has updated how it presents its past financial results to reflect the sale of its loyalty and travel redemption business. The company previously sold all equity interests in several subsidiaries that made up this Loyalty Business, and management determined the business should be treated as a discontinued operation under accounting rules as of September 30, 2025.

As a result, Bakkt is recasting the financial information and related discussion in its Annual Report for the year ended December 31, 2024 to remove the Loyalty Business from continuing operations. Updated versions of Management’s Discussion and Analysis and the audited financial statements are being filed as an exhibit, along with a re-dated auditor’s report that reflects the recast and subsequent events, while all other disclosures from the original Annual Report remain unchanged.

Bakkt Holdings, Inc. reported that on November 21, 2025 it elected to subscribe to 47,500,000 warrants to be issued by Transchem Ltd., an Indian company listed on BSE Ltd. The purchase price for these warrants is approximately $10 million.

The warrants may be exercised for shares of Transchem common stock within 18 months of issuance, in one or more tranches, and the investment also includes an option for Bakkt to subscribe for additional warrants. Transchem has told Bakkt it has identified a potential acquisition target in India engaged in stock broking and registered with the Securities and Exchange Board of India as both a stockbroker and a depository participant.

Bakkt states that, subject to definitive agreements, shareholder and regulatory approvals and other customary closing conditions, it expects to provide further updates on the structure of the investment, any potential corporate name change or rebranding, and expected changes to management and governance.

Bakkt Holdings, Inc. reported two board resignations and changes to its CEO equity award. On November 8, 2025, Michelle Goldberg resigned, and on November 7, 2025, Jill Simeone resigned; both departures were effective immediately and not due to any disagreement with the company. In recognition of service during the current annual cycle, 16,543 of each director’s unvested RSUs vested.

On November 13, 2025, the Compensation Committee amended CEO Akshay Naheta’s performance-based RSUs to vest on the date performance conditions are achieved (the “Achievement Date”), subject to continued employment through that date, regardless of whether it is at least one year from grant. The related amended agreements were executed on November 14, 2025.

Bakkt Holdings, Inc. (BKKT) furnished its Q3 2025 earnings materials. The company held its conference call and webcast on November 10, 2025 covering results for the quarter ended September 30, 2025, and provided the call script and a slide deck as exhibits.

The materials are furnished under Item 2.02 and are not deemed “filed” for purposes of the Exchange Act. Exhibits include the Script of Earnings Call (99.1) and the Third Quarter 2025 Earnings Presentation (99.2), dated November 10, 2025.

Bakkt Holdings, Inc. (BKKT) reported that it issued a press release covering results for the quarter ended September 30, 2025. The company furnished this update in a current report on Form 8-K under Item 2.02, with the full press release attached as Exhibit 99.1 and incorporated by reference.

The company states that the Item 2.02 information, including Exhibit 99.1, is being furnished, not filed, and is therefore not subject to Section 18 of the Exchange Act, nor incorporated into other filings unless specifically referenced.

Bakkt Holdings, Inc. filed an 8-K/A to correct an inadvertent submission error and replace the Executive Officers table in Item 5.02. Other parts of the original report remain unchanged.

The updated officers are: Akshay Naheta, Chief Executive Officer; Karen Alexander, Chief Financial Officer; Nicholas Baes, Chief Operating Officer; and Marc D’Annunzio, General Counsel and Secretary.

Bakkt Holdings (BKKT) reported that shareholders approved the grant of stock options to select members of management at a special meeting held on October 31, 2025. The options allow purchases of up to 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.

Bakkt Holdings, Inc. (BKKT) announced a board change. Director David Clifton resigned effective October 31, 2025. The company stated his resignation was not the result of any dispute or disagreement with the company or its Board on matters related to operations, policies, or practices.

The company issued a press release on October 31, 2025, which was furnished as Exhibit 99.1 under Regulation FD.

Bakkt Holdings, Inc. filed an 8-K announcing an amended management stock option proposal that reduces the aggregate grant from 7,450,000 Options to 2,000,000 Options, to be voted at the reconvened special meeting on October 31, 2025 at 1:00 p.m. ET. The Board and Compensation Committee made the changes after discussions with shareholders and advisors.

The Options carry a $10.00 exercise price, with one-eighth becoming exercisable each quarter as “Committed Options”; failure to exercise a quarterly commitment forfeits all remaining Options. For any quarter the Committed Options are exercised, additional “Optional Exercise Options” become exercisable for up to one year. Early exercise is permitted after the first quarter following stockholder approval, with a lock-up until the originally scheduled dates. Forfeited Options may be reallocated for future grants to service providers on the same terms.

As of the record date, 15,934,137 Class A and 7,177,076 Class V shares were outstanding. Assuming pre-funded warrants from a July 2025 offering are exercised, the 2,000,000 Options would represent 8.0% of outstanding votes if fully exercised.

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.

Bakkt Holdings (BKKT) announced it will eliminate its Up‑C structure and reorganize into a single‑class parent, NewCo, expected on or about November 3, 2025. Existing Bakkt Class A shares will convert 1:1 into NewCo Class A; Class V shares will convert 1:1 into NewCo Class V, and Paired Interests will convert into NewCo Class A, leaving NewCo with only one class of common stock outstanding.

Bakkt, Intercontinental Exchange Holdings, Inc. (ICE) and CEO Akshay Naheta amended the Tax Receivable Agreement and signed a Contribution Agreement. ICE and Mr. Naheta will contribute their TRA rights to NewCo, receive cash equal to their TRA amounts, and contribute that cash for NewCo Class A in a net‑settled exchange. The amendment sets an 18% discount rate for TRA payments as of consummation; for ICE and Mr. Naheta the TRA payment value is capped at the amendment‑date value. Assuming a $38 stock price for TRA valuation and a $39.34 Minimum Price, Bakkt estimates approximately 655,500 shares to ICE and 69,750 to Mr. Naheta.

RDO warrant holders consented to exchange into equivalent NewCo warrants and waived treating the reorganization as a Fundamental Change; public warrants convert to NewCo equivalents, and July 2025 pre‑funded warrants will be deemed exercised immediately prior to closing.

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.

Bakkt Holdings, Inc. filed an 8-K reporting a material event that outlines risks tied to its digital-asset holdings and Bitcoin treasury strategy. The company warns that digital assets may not serve as readily available liquidity like cash, and that security breaches, theft, loss of private keys, or blockchain immutability could make recoveries impossible. It highlights risks from holding assets with third-party custodians, including loss of direct control, custodian insolvency, insider theft, or compromised security measures. The filing also notes counterparty non-performance related to the Bitcoin strategy, potential future capital and liquidity needs, shifts in competitive and regulatory environments, volatility in crypto and stablecoin markets, and the risk that banks may restrict services to the company.

Bakkt Holdings, Inc., through its wholly owned subsidiary Bakkt Opco Holdings, LLC, has completed the previously announced sale of its loyalty and travel redemption business to Project Labrador Holdco, LLC under an amended equity purchase agreement. At closing on October 1, 2025, Opco transferred the equity of the acquired entities and delivered cash of $18,876,950, calculated from an agreed base amount plus working capital, indebtedness and expenses adjustments, net of certain deductions. Opco also funded a total escrow of $2,500,000 to cover indemnity, working capital and indebtedness adjustments, and loaned approximately $5,000,000 in restricted cash to the purchaser via unsecured subordinated promissory notes to support obligations of the acquired entities. Future payments between the parties will depend on post-closing working capital tests, escrow releases and repayment of the notes.

Bakkt Holdings, Inc. reported that on September 17, 2025, director De’Ana Dow resigned from the Board and the Audit and Risk Committee, effective immediately. The company stated that her resignation was not due to any disagreement regarding operations, policies, or practices. In recognition of her service in the current director compensation cycle, 10,500 unvested RSUs from that cycle vested on her separation date.

The Board simultaneously appointed Michael Alfred as a Class II director to fill the vacancy. The Board determined that he is independent under New York Stock Exchange rules. He will receive the company’s standard non-employee director compensation, as described in Bakkt’s 2025 proxy statement. Bakkt will also enter into an Indemnification Agreement with Mr. Alfred, based on a previously filed form, to protect him against certain liabilities arising from his Board service.

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.

Bakkt Holdings outlines several steps in its shift to a pure-play crypto infrastructure business. It highlights its previously announced acquisition of approximately 30% of Marusho Hotta in Japan, where a shareholder meeting expected in October 2025 will consider changing MHT’s corporate purpose and issuing preferred stock and warrants.

On August 26, 2025, Bakkt was notified that platform partner Public Platform LLC will begin offboarding customers, targeting October 31, 2025; Public accounted for 9.4% of crypto services revenue in 2024 and 14.5% for the six months ended June 30, 2025. Bakkt also reiterates progress toward selling its loyalty and travel redemption business to DTR in the third quarter of 2025.

Lastly, Bakkt signed a nonbinding letter of intent with ICE Digital Trust for custody of digital assets in its corporate treasury and to potentially resell IDT’s custody services to third parties, subject to regulatory approval.

Bakkt Holdings, Inc. furnished a press release on August 11, 2025 reporting the company's results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and the company states the information is being furnished and shall not be deemed "filed" under the Exchange Act. The filing also references the interactive data file as Exhibit 104. The report is signed by Marc D'Annunzio, General Counsel and Secretary, on behalf of the registrant.

Bakkt Holdings reported that its stockholders approved an amendment to its Certificate of Incorporation to increase authorized Class A Common Stock from 60,000,000 shares to 560,000,000 shares and, accordingly, total authorized Common Stock from 70,000,000 to 570,000,000. At a special meeting, holders representing 74.3% of the voting power as of the July 11, 2025 record date were present in person or by proxy, constituting a quorum. The amendment passed with 7,618,995 votes for, 2,865,167 against and 30,914 abstentions. The meeting also approved an adjournment proposal with 7,706,971 votes for, 2,729,249 against and 78,856 abstentions. The Amendment is included as Exhibit 3.1.

Transaction highlights: On July 31, 2025 Bakkt Crypto Solutions, LLC, a wholly owned subsidiary of Bakkt Holdings, Inc. (BKKT), entered a Commercial Agreement with Distributed Technologies Research Global Ltd. (DTR), controlled by co-CEO Akshay Naheta, to integrate Bakkt payment and crypto trading solutions with DTR stablecoin payment technology. The agreement grants reciprocal, non-exclusive, non-transferable, sublicensable licenses and entitles Bakkt to a customary per-payment fee.

Key terms and disclosures: The initial term is three years with termination for insolvency or uncured material breach; DTR faces competitive restrictions in certain territories. The full Commercial Agreement will be filed with Bakkt's 10-Q for the quarter ending September 30, 2025. On August 6, 2025 Bakkt furnished a press release disclosing a share purchase agreement with RIZAP Group to acquire approximately 30% of Tokyo-listed MarushoHotta Co., Ltd. as part of its bitcoin treasury strategy. The filing includes extensive forward-looking risk disclosures, including regulatory approval and going-concern risks.